ANNUAL REPORT 2013-14

ANNUAL REPORT OF UTV SOFTWARE COMMUNICATIONS LIMITED FOR FINANCIAL YEAR 2013-14

1 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

CONTENTS

Sr. Particulars Page No. No.

1 Company Information 3

2 Report of the Board of Directors 4

3 Auditors’ Report 13

4 Balance Sheet 16

5 Statement of Profit and Loss 17

6 Cash Flow Statement 18

7 Notes forming part of Financial Statements 20

8 Annual Report of Subsidiary Companies

i. UTV Global Broadcasting Limited 48

ii. Genx Entertainment Limited 78

iii. UTV Entertainment Television Limited 106

iv. UTV New Media Limited 134

v. Indiagames Limited 157

vi. IG Interactive Entertainment Limited 185

vii. Ignition Entertainment Limited - (UK) 193

viii. Ignition Entertainment Limited (USA) 200

ix. Ignition London Limited 203

x. UTV Communications (USA) LLC 209

xi. UTV Games Limited 213

xii. True Games Interactive 221

9 Subsidiaries Information 224

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Company Information

NAME OF THE COMPANY UTV SOFTWARE COMMUNICATIONS LIMITED

REGISTRATION NO. OF THE COMPANY U72200MH1990PLC056987

DATE OF INCORPORATION June 22, 1990

REGISTERED OFFICE 1st Floor, Bldg No. 14, Solitaire Corporate Park Guru Hargovindji Marg, Chakala, Andheri (E), 400 093

BOARD OF DIRECTORS Mr. Siddharth Roy Kapur–Managing Director Mr. Nimish Shah- Director Mr. Charles Jacob– Director Mr. Sujit Vaidya – Director

STATUTORY AUDITORS M/s. Price Waterhouse & Co., Bangalore Chartered Accountants 252, Veer Savarkar Marg, Shivaji Park, Dadar Mumbai-400028

REGISTRAR AND TRANSFER AGENT M/s. Karvy Computershare Private Limited, Plot No. 17 to 24, Near Image Hospital, Vittalrao Nagar, Madhapur, Hydrabad – 500081 Tel No. 0402420815-28 Fax No. 040 2340814 / 23420857

BANKERS Deutsche Bank Citi Bank HSBC Bank of America

3 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUALANNUAL REPORTREPORT 2013-142013-14

DIRECTORS’ REPORT

Dear Members, Your Directors take pleasure in presenting the 24th Annual Report on the operations of your Company for the financial year ended March 31, 2014 1. FINANCIAL HIGHLIGHTS: COMPANY STANDALONE (` in Millions)

Particulars Year ended Year ended 2013-14 2012-13 Revenue from Operations 6,171.50 6,519.20 Other Income 190.91 237.38 TOTAL INCOME 6,362.41 6,756.58 Direct cost 6,254.11 5,959.79 Employee benefit expense 278.92 338.75 Depreciation, Amortization and Impairment Expenses 11.19 27.59 Finance cost 1,186.17 1,284.71 Other Expenses 881.87 449.31 TOTAL EXPENSES 8,612.26 8,060.15 LOSS BEFORE EXCEPTIONAL ITEMS AND TAX (2,249.85) (1,303.57) Exceptional items - 3,323.88 LOSS BEFORE TAX (2,249.85) (4,627.45) Less: Tax Expenses Current Tax - - Taxes paid pertaining to earlier years 0.71 - Minimum alternative tax credit entitlement written off 0.60 501.43 Deferred Tax - 250.00 LOSS FOR THE YEAR (2,251.16) (5,378.88) During the year under review the Company has incurred a loss of Rs. 2,251.16 Million on account of the operating losses primarily due to reduced margins from its movie releases as some co-produced movies were with limited rights and included profit sharing arrangements. Further, the company provided for some talent advances as per its accounting policy in view of postponement in commencing these projects. 2. BUSINESS OVERVIEW: The year was a very eventful one for the Media and Entertainment industry as it continued to witness changes in the regulatory and competitive environment. For the Company it’s been a year that has witnessed an exceptional run at the Movies, a consolidation of our lead in the Youth space in Television with and a continuing endeavour to build our pipeline of Digital Games. Studios: 2013 was a rewarding and exciting year for us at the Indian box office. It was the biggest year for our movies in theaters as compared to any other Indian studio on the back of commercial blockbusters such as , and Race 2; and high concept films such as Kai Po Che, ABCD, Ship of Theseus, and Shahid. Most of our movies set benchmarks showing evolving audience trends. The studio team worked with some of the best names in the industry and also launched and backed new talent in this past year. We produced ’s first 3D dance movie Any Body Can Dance which received a phenomenal response and now we’re developing the sequel; Kai Po Che also received an incredible response at the Berlin film festival and in cinemas worldwide; Chennai Express, our co-production with Red Chillies, set new box office benchmarks and Yeh

4 55 ANNUALANNUAL REPORTREPORT 2013-142013-14

Jawaani Hai Deewani which we released in India was also a box office sensation. Our Tamil production Settai, which was a remake of our Hindi comedy Delhi Belly, further strengthened our presence in the South market with its great performance. The success of our specialty releases The Lunchbox, Ship Of Theseus and Shahid reflect the strength of our marketing and distribution strategies. The slate this year was reflective of the philosophy UTV as a studio has adopted over the years, which is that we want to back all kinds of movies, so long as they entertain, and to preempt audience trends. Our films continued to explore new markets. The critically acclaimed blockbuster Barfi! had a successful mainstream release in Turkey and then also traveled to , Mainland and . Broadcasting: Bindass, the homegrown youth entertainment channel, has established itself as a cult among its audiences through shows that mirror society and its realities. The channel emerged as the leading youth channel and continued to build on its content pipeline with an all new show Yeh Hai Aashiqui. Through this show bindass showcased unique love stories which prove the age-old adage that love is the strongest emotion and can indeed triumph despite facing the most daunting of odds. Yeh Hai Aashiqui underlines the reality that today’s youth does not look at age, societal standing, the possible obstacles or even gender before falling in love. The show went on to become the leading show in the youth space. In the past year the channel also saw successful brand associations with new Advertiser Funded Programming such as Nokia Lumia 520 Speed, Nivea Kiss and Make Up, Rooftop Break ITC Bingo. UTV Stars, dedicated solely to and its most sought after celebrities, went a step further in the past year to fulfil its brand promise of “touch, feel, believe” by taking some sought-after celebrities to key markets such as Chandigarh, Ahmedabad, Amritsar, Pune and more. Fans from these markets got a chance to interact with the celebrities while they indulged in shopping, visiting places of historical significance and more. There was an addition of more statues and tiles at the coveted Walk of the Stars property with superstar Rajesh Khanna, , Jeetendra and now gracing the property. UTV Action is a genre-specific movie channel showcasing fast-paced action films dubbed in Hindi. UTV Movies is the new age Hindi movie channel offering both viewers and advertisers a direct experience of the spirit of Bollywood through its programming and promotional engagements. UTV World Movies continued to showcase handpicked titles from across 40 countries. Games and Interactive: The digital arm of UTV was formed in May 2008 to carry forward the ideology of content creation for platforms such as games, original content for the mobile and web and more. The team continued to build on its pipeline of games including IPLCricket Fever 2013, the official IPL game across iOS, Android, Java and MRE platforms; Chhota Bheem and the throne of Bali on DTH; a game based on the blockbuster movie ‘Yeh Jawani Hai Deewani’ and the biggest hit of last year ‘Chennai Express’. 3. DIVIDEND: As the Company has incurred loss during the year, your Directors do not recommend any dividend for the financial year 2013-14. 4. SUBSIDIARY COMPANIES: As at March 31, 2014, the Company has the following subsidiaries viz. (1) UTV Global Broadcasting Limited and its wholly owned subsidiaries i.e. Genx Entertainment Limited and UTV Entertainment Television Limited (2) UTV New Media Limited, (3) Indiagames Limited (4) IG Interactive Entertainment Limited and its wholly owned subsidiary; Ignition Entertainment Limited- UK and further its step down wholly owned subsidiaries i.e. Ignition Entertainment Limited (USA) and Ignition London Limited (formerly known as Digi-Guys Limited) (5) UTV Communications (USA) LLC (6) UTV Games Limited and its subsidiary True Games Interactive (7) UTV TV Content Limited and its wholly owned subsidiary UTV Tele Talkies Limited, RB Entertainment Limited and UTV Sunlit Content Limited (Previously known as Vikatan UTV Content Limited) (8) Screenshot Television Limited and (9) First Future Agri & Developers Limited. As at March 31, 2014, UTV New Media Limited, IG Interactive Entertainment Limited, UTV Communications (USA) LLC, First Future Agri and Developers Limited, Screenshot Television Limited, UTV TV Content Limited and UTV Games Limited are wholly owned subsidiaries of your Company. As at March 31, 2014, UTV Global Broadcasting Limited is 88.65% subsidiary of your Company and Indiagames Limited is 56% subsidiary of your Company.

55 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

The audited Balance Sheet, Profit & Loss account, along with the Directors’ Report and Auditors Report of subsidiaries of the Company as required under Section 212 of the Companies Act, 1956 (“Act”) have been attached with the Balance Sheet of the Company and a statement pursuant to Section 212 relating to Company’s interest in subsidiary Companies are annexed to this Annual Report. UTV GLOBAL BROADCASTING LIMITED (“UGBL”): UGBL was incorporated on June 6, 2007. UGBL was primarily engaged in the business of aggregating and distributing channels outside India (USA, APAC & Middle east) to various distribution platforms. UGBL has two wholly owned subsidiaries - namely Genx Entertainment Limited (“Genx”) and UTV Entertainment Television Limited (“UETL”). Genx and UETL are engaged in the business of uplinking and broadcasting of entertainment (non-news / current affairs) channels from India. The channels ‘Bindass’ and ‘UTV Action’ are housed under Genx and channels ‘UTV Movies’, UTV Stars, UTV World Movies, and Disney Junior are housed under UETL. As at March 31, 2014 UGBL posted revenue income of ` 4.30 million (Previous Year ` 793.23 million) and a net loss of ` 82.61million (Previous Year net loss (` 423.98 million) INDIAGAMES LIMITED (“Indiagames”): Indiagames was incorporated on February 1, 2000 and is into the business of online games and a global mobile game publisher. Indiagames is engaged in publishing and developing games across various platforms. As at March 31, 2014 it posted sales of ` 1266.79 million (Previous Year ` 966 million) and a net profit of ` 29.22 million (Previous Year net loss ` 80.19 million) Your Company holds 56% stake in Indiagames as at March 31, 2014. One May 5, 2014, (Southeast Asia) Pte. Ltd. (“TWDC (SEA)”) the parent Company of your company acquired 87,887 equity shares of ` 10/- each consisting 7.69% of total paid up capital of Indiagames from CSI BD (Mauritius). Post acquisition, TWDC (SEA) hold 44% of total paid up capital of Indiagames. UTV NEW MEDIA LIMITED (“UNML”): UNML a 100% subsidiary of your Company was incorporated on September 20, 2007 with intent to carry on the business of developing and maintaining websites and acquisition and exploitation of digital rights on mobile and digital platforms. As at March 31, 2014 it posted sales of ` 14.13 million (Previous year ` 50.24 million) and a net profit of` 21.24 million (Previous year net profit of` 2.14 million) IG INTERACTIVE ENTERTAINMENT LIMITED (“IG”): IG was incorporated on September 6, 2004 and carries out Film Acquisition, Syndication and Distribution business in the United Kingdom. As at March 31, 2014 it posted sales of GBP 25,48,366 (Previous Year GBP 2,435,111) and a net profit of GBP 3,44,492 [Previous Year net loss GBP (33,521,578)] As at March 31, 2014, Ignition Entertainment Limited (UK) (“Ignition”) continued to be a 100% subsidiary of IG and Ignition Entertainment Limited (USA) and Ignition London Limited continued to be a100% subsidiary of Ignition. UTV COMMUNICATIONS (USA) LLC (“UTV US”): UTV US was incorporated on April 26, 2004 and carries on film acquisition, syndication and distribution business in the United State of America (North America) and other surrounding territories. As at March 31, 2014 it posted sales of USD 50,10,339 (Previous year USD 5,829,684) and a net loss of USD 10,13,215 (Previous Year loss USD 257,391) UTV GAMES LIMITED (“UTV Games”): UTV Games Limited is a 100% subsidiary of your Company and was incorporated on September 5, 2008 to carry on the principal activity of investment holding. True Game continued to be 100% subsidiary of UTV Games. 5. SCHEME OF ARRANGEMENT The Board of Directors of the Company at its meeting held on September 30, 2014 considered a proposal to consolidate the business of its subsidiaries UTV TV Content Limited (“UTCL”), UTV Tele Talkies Limited (“UTTL”), RB Entertainment Limited (“RBEL”), UTV Sunlit Content Limited (“USCL”) (Previously known as ‘Vikatan UTV Content Limited’), Screenshot Television Limited (“SITL”) and First Future Agri & Developers Limited (“FFADL”) into the Company. Pursuant to the Scheme of Arrangement (“Scheme”) under Section 391 to 394 and other applicable provisions of the Companies Act, 1956 sanctioned by the Honourable Bombay High Court on April 11, 2014, the entire assets and business of UTCL,

6 7 ANNUAL REPORT 2013-14

UTTL, RBEL, USCL, SITL and FADL have been transferred and vested in the Company with effect from the appointed date viz April 1, 2013. The above order has been filed with the Registrar of Companies, Mumbai, on May 23, 2014 and accordingly, the order has become effective from that date. 6. DIRECTORS / KEY MANAGERIAL PERSONNEL: During the year under review, Mr. Sujit Vaidya was appointed as an additional director of the Company on December 11, 2013. With effect from January 1, 2014 Mr. Siddharth Roy Kapur’s employment was transferred to The Walt Disney Company (India) Private Limited (“TWDCI”), an affiliate of your Company, pursuant to which he started getting remuneration from TWDCI. However, he continues to be a Managing Director of the Company without remuneration. This may be treated as an abstract under Section 302 of the erstwhile Companies Act, 1956. Mr. Charles Jacob retires by rotation and your Directors recommend his re-appointment at the ensuing Annual General Meeting. The Company has complied with the provisions of Section 203 of the Companies Act, 2013 and rules made thereunder, with appointment of Mr. Vishwas Joshi as Chief Financial Officer of the Company with effect from April 1, 2014. 7. AUDIT CUM NOMINATION AND REMUNERATION COMMITTEE: The Company has an adequately qualified Audit Cum Remuneration Committee. As on March 31, 2014 the committee comprises Mr. Siddharth Roy Kapur, Mr. Nimish Shah and Mr. Charles Jacob as members. With effect from April 1, 2014 Audit cum Remuneration Committee has been re-constituted and re-designated as Audit cum Nomination and Remuneration Committee with three non- executive directors viz., Mr. Nimish Shah, Mr. Charles Jacob and Mr. Sujit Vaidya as members of the Committee. The current charter of the Audit cum Nomination and Remuneration Committee, after such amendment, is in line with the regulatory requirements mandated by Companies Act, 2013. The Audit cum Nomination and Remuneration Committee primarily recommends appointment, remuneration and terms of appointment of auditors of the Company, review auditors independence, examine financial statement and auditors report, scrutinize inter-corporate loans and investments, monitor end use of funds, oversee composition of remuneration payable to directors, establish Vigil Mechanism and such other functions as may be entrusted by the Board 8. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) As a responsible Corporate, your Company has constantly endeavored to contribute to the development and upliftment of the social strata. Your Company is part of The Walt Disney Group and conducts various social activities that contribute to the wellness of the society and the nature such as ensuring environmental sustainability by conserving green spaces, promoting education through joyful learning and supporting health care by creating brighter spaces of care giving thereby ensuring faster recoveries, fulfilling wishes of kids suffering from life threatening medical conditions thereby providing hope, strength and joy to the kids and their families. The employees of the Company are encouraged to participate in CSR activities undertaken by the Company. On April 1, 2014 your company has constituted CSR Committee with Mr. Nimish Shah, Mr. Charles Jacob and Mr. Sujit Vaidya as members of the Committee so as to be in line with the regulatory requirements mandated by Companies Act, 2013. The CSR Committee at its meeting held on April 1, 2014 had formulated and recommended the CSR Policy, which was also approved by the Board of Directors of the Company. 9. STAKEHOLDERS RELATIONSHIP COMMITTEE (“SR Committee”) As per the regulatory requirements mandated by Companies Act, 2013, the Board had constituted Stakeholders Relationship Committee on April 1, 2014 under the Chairmanship of Mr. Sujit Vaidya and Mr. Nimish Shah and Mr. Charles Jacob, directors as other members of the committee. SR Committee is primarily responsible to consider and resolve the grievances of security holders of the Company 10. SHIFTING OF REGISTERED OFFICE OF THE COMPANY With effect from January 10, 2014 the registered office of your Company has been shifted from 1181-82, Building No. 11, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093 to 1st Floor, Building No. 14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093.

7 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

11. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND Pursuant to provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, on due dates, to the investor Education and Protection Fund. Further, pursuant to the provisions of the Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the company as on December 3, 2013 (date of last Annual General Meeting) on the website of Ministry of Corporate Affairs. 12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. Your Company has always believed in providing a safe and harassment free workplace for every individual at workplace. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. A policy on Prevention of Sexual Harassment at Workplace was released during the last financial year. The policy aims to provide protection against sexual harassment at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. An Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment. During the year ended March 31, 2014 no complaint pertaining to sexual harassment was received by the Company. 13. COMPLIANCE WITH RBI CIRCULAR ON DOWNSTREAM INVESTMENTS Pursuant to the requirement of Circular No.01, bearing reference RBI/2013-14/117 dated July 04, 2013 (the “Circular”), issued by Reserve Bank of India, the Statutory Auditor had submitted their report for the period ended March 31, 2014. Basis the report the downstream investments made by the Company during the year ended March 31, 2014 are in compliance with the Circular i. e. compliance with the instructions on downstream investment and compliance with the FEMA provisions. 14. FIXED DEPOSIT: Your company has neither accepted nor renewed any fixed deposit in respect of the year under review. 15. AUDITORS: M/s. Price Waterhouse & Co., Chartered Accountants, the present statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. M/s. Price Waterhouse & Co., have under Section 224(1) of the Companies Act, 1956 furnished the certificate of their eligibility for re-appointment. The Audit Committee at its meeting held on July 29, 2014 has also recommended the re-appointment of M/s. Price Waterhouse & Co as Statutory Auditors of the Company. Your directors also recommend their re-appointment from the conclusion of this annual general meeting till the conclusion of next annual general meeting. 16. AUDITORS REPORT: The Auditor report to the shareholders does not contain any qualification. However, on the remark made by the auditor’s in annexure to their report, the Board has to say that at March 31, 2014, the net-worth of the Company has substantially eroded mainly due to accumulated losses. Considering the future business plans of the Company, and the intended capital infusion based on the letter of support from The Walt Disney Company (Southeast Asia) Pte. Limited, these financial statements have been prepared on the going concern basis. 17. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO: The particulars as prescribed under clause (e) of sub-section (1) of Section 217 of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are set out in the Annexure A, which forms part of this report. 18. PARTICULARS OF EMPLOYEES: Particular of employees required to be furnished under Section 217(2A) of the Companies Act, 1956 (‘the old Act’) and corresponding Section 197 of the Companies Act, 1956 (‘the old Act’) and corresponding Section 197 of the Companies Act, 2013 (‘the new act’) and rules thereunder, form part of this report and enclosed as Annexure ‘B’. 19. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to the requirements of Section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state: 8 9 ANNUAL REPORT 2013-14

(a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) That the Directors have selected appropriate accounting policies and applied consistently and made judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the loss of the Company for the year ended March 31, 2014. (c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) That the Directors have prepared the annual accounts on a going concern basis. 20. ACKNOWLEDGMENTS: Your Directors would take this opportunity to thank all the stakeholders for their support and co-operation rendered to the Company during the year under review.

By order of the Board of Directors For UTV SOFTWARE COMMUNICATIONS LIMITED

Siddharth Roy Kapur Managing Director

Place: Mumbai Date: August 26, 2014

9 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUALANNUAL REPORTREPORT 2013-142013-14

Annexure ‘A’

PARTICULARS PURSUANT TO COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988. Conservation of Energy The operations of the Company are not energy intensive. However, the company has taken adequate measures to reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioners are used only when required. Further the company has spread awareness among the employees on the need to conserve energy which is well adopted by the employees. Research and Development The Company is an integrated player in the Media and Entertainment Industry and carries out research and innovation in creating content in various segments of entertainment as part of its regular ongoing business. Technology Absorption, Adaptation and Innovation The Company keeps innovating, takes all measures necessary to absorb and adapt latest technology Foreign Exchange Earning and Outgo in Rs. million Earnings in foreign exchange ` 752.79/- (Previous Year ` 520.47/-) Expenditure in foreign exchange was ` 285.79/- (Previous Year ` 80.69/-) In an effort to maximize the revenues the internal marketing and distribution teams are continually exploring new and innovative opportunities to market and monetize our films across the globe. In addition to revenue streams, we continue to build our theatrical reach as we distribute our movies in more than 40 countries outside India. Further, the Company continues to focus on creating high quality original IPs in our studio across the word, across console, mobile and online games.

10 1111 ANNUALANNUAL REPORTREPORT 2013-142013-14 3,701,757 3,701,757 9,185,065 9,185,065 3,326,237 3,326,237 7,018,596 7,018,596 8,012,739 8,012,739 7,799,699 5,200,888 7,306,640 7,984,854 12,324,170 12,324,170 62,707,103 62,707,103 14,990,731 14,990,731 17,065,425 17,065,425 11,565,923 11,565,923 11,405,506 11,405,506 2013 to 2013 to received ( ` ) received (From April 1,(From Remuneration Remuneration Annexure ‘B’ Annexure March 31, 2014) 17 16 19 11 6.1 17.3 27.3 21.8 16.6 16.5 16.3 15.9 12.3 22.3 (years) 14 years 14 Experience 2014 Date of Date leaving, leaving, on March 31, considered as 31-Jan-14 *Active Active Active Active Active Active Active Active Active Active Active 30-Jun-13 30-Jun-13 30-Jun-13 joining Date of Date 31-May-05 9-May-05 2-Jun-03 12-Sep-05 16-Nov-09 14-Jan-11 27-Jul-09 25-Sep-07 3-Apr-06 3-Nov-08 8-Oct-10 6-Jun-07 25-Oct-04 15-Feb-05 15-Dec-10 Birth Date of Date 21-Jul-71 2-Aug-74 10-Jun-79 27-Sep-77 20-Jan-79 2-May-64 12-May-75 22-Sep-76 31-Oct-70 20-Aug-78 30-Oct-74 6-Jul-64 26-Mar-76 6-Mar-72 28-Feb-85 Qualification B.Com, DMM Master Of Management Master Study Post Graduate Graduate Post Diploma in Business Management SYBA, IATA SYBA, Masters in Management Masters Studies Masters in Management Masters Studies B.A Master of Business Master Administration Post Graduate in Social Graduate Post Communication Media Diploma Graduate Post In Sales & Marketing Diploma In Flim & Production Television ICWA CA, CS B. Com C.S. BMM, MA Media Management Designation Chief Operating Officer - Television Managing Director, Studios Managing Director, VP and Head of Theatrical, & Digital Television Distribution, Studios VP and Head of Marketing - VP and Head of Marketing & Youth Studios, Interactive Channels and Movie Executive Director - Theatrical Director Executive StudiosDistribution, Chief - South Business, Studios Executive Director - Content - Content Director Executive Group Senior Creative Director, Director, Senior Creative Studios Senior Creative Director, Director, Senior Creative Studios Corporate Director- Communications & PR Creative Director, Studios Director, Creative Head Finance - Studios Executvie Director -Business Director Executvie Finance & Commercial Company Secretary Company Director - Celebrity & Video Director 37 40 35 35 44 50 39 38 43 36 40 39 38 43 29 Age SIDDHARTH ROY ROY SIDDHARTH KAPUR **SANTOSH J NAIR **SANTOSH PANDEY AMRITA Name SHIKHA KAPUR GAURAV VERMA GAURAV G. DHANANJAYAN INDRAJIT RAY MANISH HARIPRASAD RUCHA PATHAK RUCHA AHUJA JYOTIKA AMAR BUTALA VISHWAS VISHWAS GANGADHAR JOSHI **JIGNESH KENIA **MOHAMMED SAJID ALI **SAMEER PITALWALLA 1 2 3 4 5 6 7 8 9 10 Sr. Sr. 14 11 13 15 12 No. Particulars of employees as required under the provision of section 217(2A) of the companies Act, 1956, read with the companies (Particular of Employees) Rules, Rules, (Particular 1956, companies with the read Act, companies of the of Employees) 217(2A) of section provision the under as required Particulars of employees part March, and forming 2014 of dircetors report ended 31 the year 1975 for * With effect from January 1, Mr. Siddharth2014 Roy Kapur’s employment was transferred to The Walt Disney Company (India) Private Limited (”TWDCI”), an TWDCI. remuneration from getting affiliate he started which pursuant of to your Company, amount paid. includes full and final settlement remuneration received ** The total 1111 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14 ------Dividend Proposed Proposed - 17.27 17.27 21.24 21.24 79.47 79.47 (0.27) 19.21 19.21 (0.95) 29.22 33.32 (61.30) (82.61) (708.50) Profit/ Taxation (Loss) After (All amounts in Million) ------7.56 7.56 0.76 0.76 0.05 0.05 25.46 for for Taxation Provision Provision 17.27 17.27 79.47 79.47 19.26 19.26 (0.95) (0.22) 22.00 54.68 40.88 (0.00) (61.30) (82.61) (Loss) Before Before Profit/ (708.50) Taxation

- - - 1.70 1.70 4.30 14.13 21.03 21.03 246.50 246.50 303.12 303.12 Turnover 1,280.21 1,280.21 1,385.50 1,385.50 1,266.79 1,266.79 1.40 1.40 1.84 0.04 15.51 15.51 15.05 15.05 Total Total 983.12 983.12 158.69 158.69 935.44 842.33 Assets Assets 2,841.01 2,841.01 1,382.56 1,382.56 9,082.35 ------573.28 573.28 (except (except Details of in case of in case Investments Investments subsidiaries) investment in investment 1.40 1.40 1.84 0.04 15.51 15.51 15.05 15.05 Fixed Fixed 983.12 983.12 158.69 158.69 809.28 935.44 842.33 Assets Current Current Assets & Assets 2,841.01 2,841.01 9,082.35 1.40 1.40 1.84 0.04 15.51 15.51 15.05 15.05 983.12 983.12 Total Total 158.69 158.69 935.44 842.33 2,841.01 2,841.01 1,382.56 1,382.56 9,082.35 Liabilities 0.84 33.12 33.12 22.80 709.76 709.76 581.53 581.53 522.09 303.46 264.03 Other Other 1,661.10 1,661.10 2,180.79 2,180.79 1,040.95 1,040.95 3,059.96 Liabilities (1.30) 121.14 121.14 244.21 244.21 (307.67) (281.56) (189.77) 8,533.82 Reserves (5,576.39) (1,510.66) (1,762.72) (2,165.85) (7,685.09) 3.01 3.01 0.12 0.12 0.50 11.43 11.43 88.72 45.00 26.44 109.69 109.69 723.60 5,558.78 8,404.19 8,404.19 1,489.26 1,489.26 Share Share Capital Capital) (Including (Including Pref Share Share Pref Warrants and and Warrants N.A. N.A. N.A. N.A. N.A. Rate 60.50 60.50 60.50 96.73 96.73 60.50 96.73 Average Average

N.A. N.A. N.A. N.A. N.A. Rate 60.25 60.25 60.25 60.25 100.08 100.08 100.08 100.08 100.08 100.08 Closing Currency Reporting Dollar Dollar Dollar Rupees Rupees Rupees Rupees Rupees Dollar Dollar GBP Rupees GBP Dollar GBP Rupees Rupees UTV Limited Games Interactive Games True UTV Entertainment Television UTV Entertainment Television Limited UTV Broadcasting Global Limited EntertainmentGenx Limited Particulars UTV (USA) LLC Communications IG Interactive Entertainment IG Interactive (Standalone) Limited UTV Limited Media New Ignition Entertainment Limited Ignition Entertainment Limited (UK - Standalone) Ignition Entertainment Limited (USA) Ignition London Limited Ignition London Indiagames Limited Indiagames Sr. Sr. No. 11 12 10 8 9 1 Statement Pursuant to Section 212 of the Companies Act, 1956 for the Financial Year Ended March 31, 2014 the Financial Year Pursuant 1956 for Section 212Statement to of the Companies Act, 2 7 3 4 5 6 12 13 ANNUAL REPORT 2013-14

INDEPENDENT AUDITORS’ REPORT To the Members of UTV Software Communications Limited

Report on the Financial Statements 1. We have audited the accompanying financial statements of UTV Software Communications Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report. Management’s Responsibility for the Financial Statements 2. The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the “Act”) read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; (b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 7. As required by ‘the Companies (Auditor’s Report) Order, 2003’, as amended by ‘the Companies (Auditor’s Report) (Amendment) Order, 2004’, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 8. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account; (d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; (e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act. For Price Waterhouse & Co., Bangalore Firm Registration Number: 007567S Chartered Accountants Uday Shah Mumbai Partner July 29, 2014 Membership Number: 046061 13 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Annexure to Independent Auditors’ Report

Referred to in paragraph 7 of the Independent Auditors’ Report of even date to the members of UTV Software Communications Limited on the financial statements as of and for the year ended March 31, 2014 i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. (b) The fixed assets of the Company have been physically verified by the Management during the year.The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account. In our opinion, the frequency of verification is reasonable. (c) In our opinion, the Company has disposed off a substantial part of fixed assets during the year. On the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, in our opinion, the disposal of the said part of fixed assets has not affected the going concern status of the Company. ii. (a) The inventory of raw stock of tapes and films has been physically verified by the Management during the year. The inventory of completed/ acquired movie copyrights has been verified by the Management during the year, with reference to title documents/ agreements. In our opinion, the frequency of verification is reasonable. (b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) On the basis of our examination of the inventory records, in our opinion, the Company has maintained proper records of inventory. No discrepancies were noticed on physical verification of inventory as compared to book records. iii. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (b), (c) and (d) of the Order are not applicable to the Company. (b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (f) and (g) of the Order are not applicable to the Company. iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets, and for the sale of goods and services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system. v. According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act. vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. vii. The Walt Disney Company (Ultimate Parent Company) has designed management audit system for all of its group companies in India. According to a phased programme designed to cover all significant business process of the Company over a period of 3 years, certain business processes are covered in the current year for management audit. Based on phased program, in our opinion, the Company has an internal audit system commensurate with its size and the nature of its business. viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company. ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, income tax, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of wealth tax, customs duty and excise duty which have not been deposited on account of any dispute. The particulars of dues of income tax, sales tax, lease tax and service tax as at March 31, 2014 which have not been deposited on account of dispute, are as follows: Name of the Nature of dues Amount Period to which the amount Forum where the dispute statute (` in million) relates is pending Income Tax Act, Tax Deducted at 4.20 Assessment Years 2008-09 Income Tax Officer (TDS) 1961 Source to 2011-12 Income Tax Act, Income tax 52.41 Assessment Years 2007-08 Commissioner of Income 1961 and 2009-10 Tax (appeals) 14 15 ANNUAL REPORT 2013-14

Name of the Nature of dues Amount Period to which the amount Forum where the dispute statute (` in million) relates is pending Bombay Sales Tax Sales Tax 27.49 Financial Years Maharashtra Sales Tax Act, 1959 2003-04 and 2004-05 Tribunal

Bombay Sales Tax Sales Tax 1.61 Financial Years Dy. Commissioner of Act, 1959 2001-02 and 2004-05 Sales tax (appeals) III Bombay Sales Tax Sales Tax 0.74 Financial Year Dy. Commissioner of Act, 1959 2008-09 Sales tax (appeals) III Maharashtra Lease Tax 22.75 Financial Year Dy. Commissioner of Lease Tax Act, 2000-01 Sales tax (appeals) III 1985 The Finance Act, Service Tax 16.10* Financial Year Bombay High Court 1994 2011-12 * Paid subsequent to the year end. x. The accumulated losses of the Company exceeds fifty percent of its net worth as at March 31, 2014 and it has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year. xi. According to the records of the Company examined by us and the information and explanations given to us, the Company has not defaulted in repayment of dues to any financial institution or banks as at the balance sheet date. xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company. xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company. xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company. xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company. xvi. In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis, for the purposes for which they were obtained. xvii. According to the information and explanations given to us and on an overall examination of the balance sheet of the Company, we report that the no funds raised on short-term basis have been used for long-term investment. xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company. xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company. xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company. xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Price Waterhouse & Co., Bangalore Firm Registration Number: 007567S Chartered Accountants Uday Shah Mumbai Partner July 29, 2014 Membership Number: 046061 15 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Balance Sheet as at March 31, 2014 (All amounts in ` million, unless otherwise stated) As at As at Note March 31, 2014 March 31, 2013 EQUITY AND LIABILITIES Shareholders’ Funds Share Capital 3 516.64 500.43 Reserves and Surplus 4 4,865.84 5,338.02 5,382.48 5,838.45 Non-current Liabilities Long-term Borrowings 5 8,250.00 8,250.00 Other Long-term Liabilities 6 1.22 1.52 Long-term Provisions 7 18.21 33.90 8,269.43 8,285.42 Current Liabilities Short-term Borrowings 8 5,532.43 3,864.97 Trade Payables 9 990.29 888.97 Other Current Liabilities 10 358.05 613.40 Short-term Provisions 11 16.87 11.65 6,897.64 5,378.99 Total 20,549.55 19,502.86 ASSETS Non-current Assets Fixed Assets Tangible Assets 12 2.40 18.43 Intangible Assets 13 24.81 0.45 27.21 18.88 Non-current Investments 14 9,635.19 7,930.01 Deferred Tax Assets (Net) 15 - - Long-term Loans and Advances 16 1,664.19 2,283.14 Other Non-current Assets 17 - 1.40 11,326.59 10,233.43 Current Assets Inventories 18 5,953.82 4,590.01 Trade Receivables 19 889.02 1,391.12 Cash and Bank balances 20 82.32 405.12 Short-term Loans and Advances 21 2,212.62 2,572.65 Other Current Assets 22 85.18 310.53 9,222.96 9,269.43 Total 20,549.55 19,502.86

The notes are an integral part of these financial statements. This is the Balance Sheet referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Siddharth Roy Kapur Sujit Vaidya Partner Managing Director Director Membership No. 046061 Pawan Jaggi Company Secretary Place: Mumbai Place: Mumbai Date: July 29, 2014 Date: July 29, 2014 16 17 ANNUAL REPORT 2013-14

Statement of Profit and Loss for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated)

Year ended Year ended Note March 31, 2014 March 31, 2013 REVENUE Revenue from Operations 25 6,171.50 6,519.20 Other Income 26 190.91 237.38 Total Revenue 6,362.41 6,756.58 EXPENSES Direct Costs 27 6,254.11 5,959.79 Employee Benefit Expenses 28 278.92 338.75 Finance Costs 29 1,186.17 1,284.71 Depreciation and Amortisation Expenses 30 11.19 27.59 Other Expenses 31 881.87 449.31 Total Expenses 8,612.26 8,060.15 Loss before Exceptional Items and Tax (2,249.85) (1,303.57) Exceptional Items 32 - 3,323.88 Loss before tax (2,249.85) (4,627.45) Tax Expense Taxes Paid petaining to earlier years 0.71 - Minimum Alternative Tax credit entitlement written off 0.60 501.43 Deferred Tax - 250.00 Loss for the year (2,251.16) (5,378.88)

Earning/(Loss) per Equity Share: 36 [Nominal Value per share: ` 10 (2013: ` 10)] Basic (in Rupees) (44.08) (117.15) Diluted (in Rupees) (44.08) (117.15)

The notes are an integral part of these financial statements. This is the Statement of Profit and Loss referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Siddharth Roy Kapur Sujit Vaidya Partner Managing Director Director Membership No. 046061 Pawan Jaggi Company Secretary Place: Mumbai Place: Mumbai Date: July 29, 2014 Date: July 29, 2014

17 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Cash Flow Statement for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated)

Year ended Year ended March 31, 2014 March 31, 2013 A. CASH FLOW FROM OPERATING ACTIVITIES Profit/(Loss) before tax (2,249.85) (4,627.45) Adjustments for: Depreciation and Amortisation Expenses 11.19 27.59 Net Loss on Disposal of Tangible and Intangible Assets 7.53 - Fixed assets written-off 5.62 21.68 Interest Income (106.57) (235.53) Finance Costs 1,186.17 1,284.71 Amortisation of movie costs 3,922.49 3,361.24 Provision for doubtful debts (11.08) 132.13 Provision for diminution in the value of investments - 3,231.33 Provision for doubtful loans and advances 457.32 101.01 Bad debts written off - 28.98 Provision for employee benefits (18.44) 43.10 Provision No Longer Required Written Back - - Provision for Contingencies 7.97 - Unrealised foreign exchange loss (48.67) 7.39 Operating profit/(loss) before working capital changes 3,163.68 3,376.18 Adjustments for: Increase/(Decrease) in trade payables 64.02 223.93 Increase/(Decrease) in other current/non-current liabilities (315.89) (33.94) (Increase)/Decrease in trade receivables 538.21 (421.72) (Increase)/Decrease in current inventories (5,284.86) (4,285.61) (Increase)/Decrease in short-term loans and advances 872.96 (1,873.87) (Increase)/Decrease in long-term loans and advances (353.32) (109.39) Cash generated from/(used in) operations (1,315.20) (3,124.42) Taxes paid (net of refunds) (224.70) (203.33) Net cash generated from/(used in) Operating Activities (1,539.90) (3,327.75) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of tangible/intangible assets (24.67) (21.68) Refund of Share Application Money 27.17 - Investment/Share Application Money in Subsidiaries (2,025.99) (7,275.28) Repayment of loan given to related parties (net) 818.76 2,270.13 Term Deposits with maturity more than 3 months 3.53 87.00 Interest received 192.98 431.17 Net cash from/(used in) Investing Activities (1,008.22) (4,508.66)

18 19 ANNUAL REPORT 2013-14

Cash Flow Statement for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated)

Year ended Year ended March 31, 2014 March 31, 2013 C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of equity shares 1,767.28 8,840.59 Borrowing/(Repayment) of Long-term Loan (Net) - 7,866.33 Borrowing/(Repayment) of Short-term Loan (Net) 1,667.46 (7,511.03) Interest paid (1,214.83) (1,181.66) Net cash from/(used in) Financing Activities 2,219.91 8,014.23 Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (328.21) 177.82 Cash and cash equivalents at the beginning of the year 400.94 223.12 Cash and cash equivalents taken over on at April 1, 2013 7.54 - (Refer Note 2 below) Cash and cash equivalents at the end of the year 80.27 400.94 Cash and cash equivalents comprise of: Cash on hand 0.35 0.90 Balances with Banks 79.92 400.04 Total 80.27 400.94

Notes: 1. The above Cash Flow Statement has been prepared under the Indirect Method set out in Accounting Standard- 3 on Cash Flow Statements. 2. Cash and cash equivalents of ` 7.54 million of erstwhile subsidiary companies have been added on amalgamation and opening balances of other balance sheet items of erstwhile subsidiary companies have been added in respective line items of above cash flow due to amlagamation (Refer Note 41). 3. Previous year comparatives have been reclassified to conform with the current year’s presentation, wherever applicable.

This is the Cash Flow Statement referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Siddharth Roy Kapur Sujit Vaidya Partner Managing Director Director Membership No. 046061 Pawan Jaggi Company Secretary Place: Mumbai Place: Mumbai Date: July 29, 2014 Date: July 29, 2014

19 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 1. General Information UTV Software Communications Limited (the ‘Company’) was incorporated under the laws of India on June 22, 1990 in Mumbai under the Companies Act, 1956. The Company was listed with National Stock Exchange and Bombay Stock Exchange upto March 16, 2012 and has been delisted pursuant to take over by The Walt Disney Company (Southeast Asia) Pte Limited. The Company is primarily engaged in the business of Film Distribution, Film (including Animation) Production, Mobile Value Added Services and Content Development and Distribution. 2. Summary of significant accounting policies a Basis of preparation These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to circular 15/2013 dated September 13, 2013 read with circular 08/2014 dated April 4, 2014, till the Standard of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 1956. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Schedule VI to the Companies Act, 1956. Based on the nature of business and the time between the acquisition of assets and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 24 months for movie division and 12 months for all other divisions, for the purpose of current or non-current classification of assets and liabilities. b Tangible Assets Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any. Subsequent expenditures related to an item of fixed asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit and Loss. Depreciation is provided based on the following estimated useful lives of fixed assets, on the straight-line method. On additions, depreciation is provided for the full month irrespective of the date of addition during the month. On assets discarded, demolished or destroyed during the month, depreciation is calculated upto the month of such deletions. Asset Useful Life (in years) Plant and Machinery 10 Furniture and Fixtures 10 Leasehold Improvements Over period of Lease Computers 3 Office Equipments 5 Motor Vehicles 3 These useful lives are based on estimates approved by the Management. In case of tangible assets, the aforesaid useful lives are lower than the implied lives arrived on the basis of the rates as prescribed under Schedule XIV to the Act. Assets individually costing ` 301,250 (equivalent to USD 5,000) or less are written off to the Statement of Profit and Loss in the year of acquisition without being capitalised. c Intangible Assets Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortised on a straight-line basis over their estimated useful lives. The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly. Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognised as income or expense in the Statement of Profit and Loss. The useful lives for intangible assets used are: Assets Useful Life (in years) Website 2 Computer Software 3 20 21 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) Assets individually costing ` 301,250 (equivalent to USD 5,000) or less are written off to the Statement of Profit and Loss in the year of acquisition without being capitalised. d Borrowing Costs General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in Statement of Profit and Loss in the period in which they are incurred. e Impairment Assessment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. f Investments Investments that are readily realisable and are intended to be held for not more than one year from the date, on which such investments are made, are classified as current investments. All other investments are classified as long-term investments. Current investments are carried at cost or fair value, whichever is lower. Long-term investments are carried at cost. However, provision for diminution is made to recognise a decline, other than temporary, in the value of the investments, such reduction being determined and made for each investment individually. g Inventories (i) Inventory is valued at lower of Cost or Net Realisable Value. (ii) Raw Stock is stated at lower of Cost or Net Realisable Value. (iii) Cost of completed/acquired movies is amortised over the movie life cycle based upon the ratio of the current period’s revenues to the estimated remaining total revenues (Ultimate Revenues) for each movie. If estimate of Ultimate Revenues decreases, amortisation of movie cost is accelerated. Conversely, if estimates of Ultimate Revenues increases, movie cost amortisation is decelerated. Ultimate Revenues include revenues from all sources that will be earned over a period not to exceed ten years from the date of the first theatrical release. (iv) Acquired rights pertaining to movies, animation and other content, are amortised on the exploitation of such rights based on the management estimates of revenue potential. (v) Projects in progress and Movies under Production are stated at cost. Cost comprises of material cost, cost of services, other expenses and advances paid. Costs get accumulated till the first theatrical release of the movie. (vi) Library titles are amortised over a period of 10 years on straight-line basis. (vii) The Company evaluates the realisable value and/or revenue potential of inventory on an annual basis and appropriate write down is made in cases where accelerated write down is warranted. h Foreign Currency Translations The transactions in foreign exchange are accounted at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities as at the Balance Sheet date are translated at the rate of exchange prevailing at the date of the Balance Sheet. Non-monetary foreign currency items are carried at cost. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss. i Revenue recognition (i) Revenues on sale/licensing of television programmes and dubbing are recognised on delivery. The amount recognised is at the predetermined price, the collection of which is reasonably assured. 21 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) (ii) Revenues from sale of airtime (net of trade discount, as applicable) are recognised when the related advertisements or commercials appears before the public, i.e. on telecast. (iii) Revenues from licensing and distribution of movies are recognised in accordance with the licensing and distribution agreement or on physical delivery of the movies, whichever is later. (iv) Revenues from sales/licensing of Interactive Media Content are recognised in accordance with the licensing agreement. j Other Income (i) Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. (ii) Dividend is recognised when the right to receive the dividend is established. k Employee Benefits Defined Contribution Plan: The Company contributes on a defined contribution basis to Employees’ Provident Fund, Employees’ Pension Scheme and Employees’ State Insurance Commission towards post employment benefits, all of which are administered by the respective Government authorities, and has no further obligation beyond making its contribution, which is expensed in the year to which it pertains. Defined Benefit Plan: The Company has a Defined Benefit Plan namely Gratuity (the “Gratuity Plan”) for all its employees, which is funded. The Company provides for gratuity covering eligible employees in accordance with the Gratuity Scheme. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise. The fund is recognised by the Income tax authorities and administered through appropriate authorities/insurers. Compensated Absences: Accumulated compensated absences, which are expected to be availed within 12 months from the end of the year are treated as short-term employee benefits. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional liability of the Company as a result of the unused entitlement as at the year end. Accumulated compensated absences, which are expected to be availed beyond 12 months from the end of the year are treated as other long-term employee benefits. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise. l Employee Share-based Payments Equity settled stock options granted by the Company are accounted using intrinsic value method as prescribed by the Guidance Note on Employee Share-based Payments issued by the ‘Institute of Chartered Accountants of India’. The intrinsic value of the option being excess of market value of the underlying share immediately prior to date of grant over its exercise price is recognised as deferred employee compensation with a credit to employee stock option outstanding account. The deferred employee compensation is charged to Statement of Profit and Loss on straight-line basis over the vesting period of the option. The options that lapse are reversed by a credit to employee compensation expense, equal to the amortised portion of value of lapsed option and credit to deferred employee compensation expense equal to the unamortised portion of lapsed option. m Current and Deferred Tax Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions. Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets are not recognised in case there is unabsorbed depreciation or carry forward of losses under tax laws, unless there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and 22 23 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company reassesses unrecognised deferred tax assets, if any. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws. Minimum Alternative Tax (‘MAT’) credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period. n Provisions and Contingent Liabilities Provisions: Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value. Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. o Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the periods in which the results are known/materialise. p Leases Lease rentals in respect of assets taken on Operating Lease are charged to the Statement of Profit and Loss as per the terms of the lease agreement. q Segment Reporting The accounting policies adopted for segment reporting are in conformity with the accounting policies adopted for the Company. Further, inter-segment revenue have been accounted for based on the transaction price agreed to between segments which is primarily market based. Revenue and expenses have been identified to segments on the basis of their relationship to the operating activities of the segment. Revenue and expenses, which relate to the Company as a whole and are not allocable to segments on a reasonable basis, have been included under “Unallocated Corporate Income” and “Unallocated Corporate Expenses”, respectively. r Cash and Cash Equivalents In the cash flow statement, cash and cash equivalents includes cash on hand, demand deposits with banks, other short-term highly liquid investments with original maturities of three months or less. s Earnings Per Share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares. 23 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 3. Share Capital As at As at March 31, 2014 March 31, 2013 Authorised: 70,000,000 (March 31, 2013: 70,000,000) equity shares of ` 10 each 700.00 700.00 Issued, Subscribed and Paid-up: 51,663,659 (March 31, 2013: 50,042,750) equity shares of ` 10 each, 516.64 500.43 fully paid-up Total 516.64 500.43

(a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period: Equity Shares: As at March 31, 2014 As at March 31, 2013 Numbers Amount Numbers Amount Balance as at the Beginning of the year 50,042,750 500.43 41,305,000 413.05 Add: Shares Issued during the year under 30,000 0.30 1,237,750 12.38 the Employees Stock Option Plan Add: Shares Issued during the year to The 1,590,909 15.91 7,500,000 75.00 Walt Disney Company (Southeast Asia) Pte. Limited, Holding Company Balance as at the end of the year 51,663,659 516.64 50,042,750 500.43 Note: The Company has allotted 1,590,909 Equity shares of ` 10 each at a premium of ` 1,090 per share to ‘The Walt Disney Company (Southeast Asia) Pte. Limited, Holding Company’ (March 31, 2013: 7,500,000 Equity shares of ` 10 each at a premium of ` 1,090 per share) and 30,000 Equity Shares of ` 10 each at premium of ` 566 (March 31, 2013: 1,237,750 Equity Shares of ` 10 each at premium ranging between ` 301 to ` 790 per share) to various Employees under the Employee Stock Option Plans.

(b) Rights, preferences and restrictions attached to the equity shares: The Company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding. (c) Details of shares held by the Holding Company As at March 31, 2014 As at March 31, 2013 Numbers Amount Numbers Amount Equity Shares: The Walt Disney Company (Southeast Asia) Pte. Limited 51,506,659 515.07 49,772,012 497.72

(d) Details of shares held by the shareholders holding more than 5% of the aggregate shares in the Company As at March 31, 2014 As at March 31, 2013 Numbers Amount Numbers Amount Equity Shares: The Walt Disney Company (Southeast 51,506,659 515.07 49,772,012 497.72 Asia) Pte. Limited, the Holding Company (99.70%) (99.46%)

(e) Shares allotted as fully paid-up pursuant to contract without payment being received in cash (during 5 years immediately preceding March 31, 2014): During the year 2009-10, the Company had issued 6,436,782 equity shares of ` 10 each, to the minority shareholders of UMP Plc. pursuant to the Scheme of Arrangement between the Company and its subsidiaries. (f) Shares reserved for issue under options Refer Note 33 for details of shares to be issued under the Employees Stock Option Plan. 24 25 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

4. Reserves and Surplus As at As at March 31, 2014 March 31, 2013 Capital Reserve Balance as at the beginning of the year 390.11 390.11 Add: Reserve arising on account of Amlagamation (Refer Note 41) 0.87 - Balance as at the end of the year 390.98 390.11 Securities Premium Account Balance as at the beginning of the year 10,323.42 1,570.21 Add: Amounts received pursuant to issue of 1,620,909 1,751.07 8,753.21 (March 31, 2013: 8,737,750) equity shares of ` 10 each [Also refer Note 3 (a)] Balance as at the end of the year 12,074.49 10,323.42 Business Restructuring Reserve [Refer Note below] 1,500.00 1,500.00 General Reserve 4,253.27 4,253.27 Surplus in Statement of Profit and Loss Balance as at the beginning of the year (11,128.78) (5,749.90) Add: Loss for the year (2,251.16) (5,378.88) Less: Reserve arising on account of Amlagamation (Refer Note 41) 27.04 - Balance as at the end of the year (13,352.90) (11,128.78) Total 4,865.84 5,338.02 Note: Pursuant to the scheme of Arrangement under Sections 391 to 394 (read with Section 78 and Sections 100 to 103) and other applicable provisions of the Companies Act, 1956, sanctioned by the Honourable Bombay High Court during the Financial Year 2009-10, Business Restructuring Reserve has been created by transferring balance standing to the credit of Securities Premium Account for adjustment of certain expenses and inventory as prescribed therein.

5. Long-term Borrowings As at As at March 31, 2014 March 31, 2013 Unsecured Term Loans: From Banks 8,250.00 8,250.00 Total 8,250.00 8,250.00

Nature of Guarantee and terms of repayment for unsecured borrowings (a) Nature of Guarantee: Loan from Banks aggregating ` 8,250 million (March 31, 2013: ` 8,250 million) are supported by the letter of guarantee from Disney Enterprises, Inc. (b) Terms of Repayment: Loan from Banks are repayble after 3 years from the original drawdown date. Interest rates on above borrowings ranges between Base Rate plus 35 to 50 basis points.

25 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

6. Other Long-term Liabilities As at As at March 31, 2014 March 31, 2013 Security Deposits from Distributors 1.22 1.52 Total 1.22 1.52

7. Long-term Provisions As at As at March 31, 2014 March 31, 2013 Provision for Employee Benefits (Refer Note 28): Provision for Compensated Absences 10.24 33.90 Provision for Contingencies [Refer Notes (a) and (b) below] 7.97 - Total 18.21 33.90

(a) Provision with respect to Customs Duty on advance licence made in accordance with the Company’s policy stated in Note 2 (n): Particulars Year ended Year ended March 31, 2014 March 31, 2013 Opening Balance - - Add: Additional provision made during the year 6.35 - Less: Amounts used - - Less: Provision Reversed - - Closing Balance (Classified as non-current) 6.35 - The timing and the amount of cash outflows, if any, that may arise from the above matters will be determined only in future.

(b) Provision with respect to Sales Tax payable for the financial years 2001-02 to 2004-05 in accordance with the Company’s policy stated in Note 2 (n): Particulars Year ended Year ended March 31, 2014 March 31, 2013 Opening Balance - - Add: Additional provision made during the year 1.62 - Less: Amounts used - - Less: Provision Reversed - - Closing Balance (Classified as non-current) 1.62 - The timing and the amount of cash outflows, if any, that may arise from the above matters will be determined only in future.

8. Short-term Borrowings As at As at March 31, 2014 March 31, 2013 Unsecured: From Banks [Refer Note below] - Working Capital Loans (repayable on demand) 2,920.00 1,900.00 - Cash Credits 2,162.43 1,514.97 From a Related Party 450.00 450.00 Total 5,532.43 3,864.97 Note: Loan from Banks aggregating ` 5,082.43 million (March 31, 2013: ` 3,414.97 miilion), are supported by the letter of guarantee from Disney Enterprises, Inc.

26 27 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

9. Trade Payables As at As at March 31, 2014 March 31, 2013 Trade Payables (Refer Note 40) 990.29 888.97 Total 990.29 888.97

10. Other Current Liabilities As at As at March 31, 2014 March 31, 2013 Advance Billing to Customers 10.74 39.01 Advances from Customers 209.73 401.54 Unpaid Dividend [Refer Note below] 0.05 0.08 Interest accrued but not due on borrowings 67.14 99.65 Statutory dues (including Provident Fund and Tax Deducted at Source) 70.39 68.61 Employee Benefits Payable - 4.51 Total 358.05 613.40 Note: There are no amounts due for payment to Investor Education and Protection Fund under Section 205C of the Companies Act, 1956 as at the year end.

11. Short-term Provisions As at As at March 31, 2014 March 31, 2013 Provision for Employee Benefits: (Refer Note 28) Provision for Compensated Absences 9.06 6.04 Provision for Gratuity 7.70 5.50 Provision for Wealth Tax (Net of Advances) 0.11 0.11 Total 16.87 11.65

27 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14 - - 7.30 1.87 0.70 0.45 0.45 4.04 4.69 2.70 4.43 39.17 18.43 2013 2013 March 31, 31, March March 31, 31, March - - - - Net Block Net Block 0.41 0.45 0.70 0.23 2.40 1.06 24.81 24.81 18.43 2014 2014 March 31, March 31, ------2014 2014 March 31, March 31, ------29.61 Disposals Disposals Impairment Impairment ------29.61 2013 2013 April 1, April 1, - - - - 7.81 2.24 8.22 5.98 0.89 4.96 1.96 95.46 14.38 2014 2014 March 31, March 31, - - - 7.39 8.71 8.71 4.91 0.02 31.83 13.67 13.50 32.36 96.29 Disposals Disposals - - - Depreciation Amortisation 1.17 0.87 3.21 1.94 1.45 2.55 2.55 6.85 8.64 20.74 year year For the the For For the the For - 3.74 8.40 5.98 0.02 74.72 34.11 31.85 14.38 14.92 12.94 12.80 95.46 2013 2013 April 1, April 1, - - - 2.37 0.70 5.98 6.02 1.12 27.05 10.21 33.03 14.83 2014 2014 113.89 March 31, March 31, - - - 8.85 8.85 8.43 0.02 37.00 14.67 14.52 33.52 32.52 103.68 Disposals Disposals ------Gross Block Gross Block 27.05 27.05 Additions Additions 0.70 8.85 5.98 8.43 0.02 tatements 51.83 14.83 14.67 15.64 38.54 35.89 2013 2013 April 1, April 1, 113.89 113.89 ` million, unless otherwise stated) Particulars Land Freehold Particulars Software Computer Total Total Plant and Machinery Website 2013 31, March Furniture and Fixtures Furniture Leasehold Improvements Computers Motor Vehicles Vehicles Motor Total Office Equipments March 31, 2013 2013 31, March Tangible Assets Tangible 2 (b), (d) and (e)] Notes [Refer Intangible Assets 2 (c), (d) and (e)] Notes [Refer S to the F inancial N otes (All amounts in 12. 13. 28 29 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

14. Non-current Investments [Refer Note 2 (f)] As at As at March 31, 2014 March 31, 2013 Trade Investments (valued at cost) Long-term, Unquoted equity instruments Investment in subsidiaries: 33,910,000 equity shares (March 31, 2013: 33,910,000) of GBP 1 each held in IG Interactive Entertainment Limited [Net of provision for other than temporary diminution aggregating to ` 2,969.62 million (March 31, 2013: ` 2,969.62 million)] [Refer Note (a) below] - - 5,000 equity shares (March 31, 2013: 5,000) of USD 10 each held in UTV Communications (USA) LLC 2.27 2.27 12,000,000 equity shares (March 31, 2013: 12,000,000) of USD 1 each held in UTV Games Limited [Net of provision for other than temporary diminution aggregating to ` 570.27 million (March 31, 2013: ` 570.27 million)] [Refer Note (a) below] - - 4,500,000 equity shares (March 31, 2013: 4,500,000) of ` 10 each held in UTV New Media Limited 45.00 45.00 Nil equity shares (March 31, 2013: 50,000) of ` 10 each held in UTV TV Content Limited [Refer Note 41] - 0.50 Nil equity shares (March 31, 2013: 32,000,000) of ` 10 each held in First Future Agri & Developers Limited [Refer Note 41] - 320.00 2,344,236 equity shares (March 31, 2013: 2,117,783) of ` 10 each held in UTV Global Broadcasting Limited [Refer Note (b) below] 9,062.14 7,036.21 639,986 equity shares (March 31, 2013: 639,986) of ` 10 each held in Indiagames Limited 259.19 259.19 Nil equity shares (March 31, 2013: 50,000) of ` 10 each held in Screenshot Television Limited [Refer Note 41] - 0.25 Unquoted preference instruments Investment in subsidiaries: 45,423,665 preference shares (March 31, 2013: 45,423,665) of GBP 1 each held in IG Interactive Entertainment Limited [Net of provision for other than temporary diminution aggregating to ` 3,280.62 million (March 31, 2013: ` 3,280.62 million)] [Refer Note (a) below] 266.08 266.08 12,718,000 preference shares (March 31, 2013: 12,718,000) of USD 1 each held in UTV Games Limited [Net of provision for other than temporary diminution aggregating to ` 584.88 million (March 31, 2013: ` 584.88 million)] [Refer Note (a) below] - -

29 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

14. Non-current Investments [Contd..] [Refer Note 2 (f)] As at As at March 31, 2014 March 31, 2013 Non-trade Investments (valued at cost) Unquoted equity instruments Investment in Others: 600,000 equity shares (March 31, 2013: 600,000) of ` 10 each held in United Teleshopping and Marketing Company Limited * * 352,000 equity shares (March 31, 2013: 352,000) of USD .001 each held in Homland Network Corporation 0.01 0.01 Quoted equity instruments Investment in Others: 62,500 equity shares (March 31, 2013: 62,500) of ` 2 each held in Radaan Mediaworks India Limited 0.50 0.50 Unquoted preference instruments Investment in Others: 125,000 preference shares (March 31, 2013: 125,000) of USD .001 each held in Homland Network Corporation * * Total 9,635.19 7,930.01 * Amount is below the rounding off norm adopted by the Company. Aggregate amount of quoted investments 0.50 0.50 Market Value of quoted investments 0.04 0.09 Aggregate amount of unquoted investments 17,040.08 15,334.90 Aggregate provision for diminution in value of investments 7,405.39 7,405.39 Notes: a) During the year, the Company has made applications to Reserve Bank of India seeking permission for write-off of investments made by the Company in IG Interactive Entertainment Limited and UTV Games Limited. b) During the year, UTV Global Broadcasting Limited issued 226,453 equity shares of ` 10 each to the Company at the average security premium of ` 8,936.39 each.

15. Deferred Tax Assets (Net) [Refer Note 2 (m)] As at As at March 31, 2014 March 31, 2013 Deferred Tax Assets Depreciation on Fixed Assets 3.32 33.64 Provision for Doubtful Debts 38.51 91.81 Provision for Doubtful Advances 153.74 18.89 Provision on Unabsorbed Depreciation and Business Losses 326.92 249.80 Provision for Employee Benefits 8.76 14.75 Expenses disallowed under Section 40(a) allowable in later years - 2.17 531.25 411.06 Deferred Tax Liabilities Inventory Amortisation 531.25 411.06 531.25 411.06 Total - -

Note: Considering the virtual uncertainty, Deferred Tax Assets is restricted to the extent of Deferred Tax Liability.

30 31 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

16. Long-term Loans and Advances As at As at March 31, 2014 March 31, 2013 Loans and advances to related parties (Refer Note 38) Considered good [Refer Note below] 489.95 1,307.27 Considered doubtful 391.13 349.40 Less: Provision for doubtful loans & advances (391.13) (349.40) Share Application Money Pending Allotment Considered good 276.81 303.98 Considered doubtful 438.71 438.71 Less: Provision for doubtful advance/Share Application Money (438.71) (438.71) Advance Income Tax [Net of provision of ` 470.62 million (March 31, 2013: ` 440.19 million)] 891.08 667.09 Security Deposits - 4.80 Balance with Government Authorities 6.35 - Total 1,664.19 2,283.14 Note: Includes ` Nil (March 31, 2013: ` 5.64 million) due from a director of the Company.

17. Other Non Current assets As at As at March 31, 2014 March 31, 2013 Balance with Banks Long term deposits with banks with maturity period more than 12 months - 1.40 [Refer Note below] Total - 1.40 Note: Fixed Deposits amounting to ` Nil (March 31, 2013: ` 1.30 million) are provided as security against a bank guarantee given and Fixed Deposits amounting to ` Nil (March 31, 2013: ` 0.10 million) is provided as security to the Sales Tax Authorities, Delhi.

18. Inventories [Refer Note 2 (g)] As at As at March 31, 2014 March 31, 2013 Raw Stocks- Tapes and Films 12.35 0.17 Unamortised cost of Completed/Acquired Movie Copyrights 1,763.29 2,441.93 Licensed Content Acquired 0.36 1.24 Television programs under productions - 13.73 Movies Under Production 4,177.82 2,132.94 Total 5,953.82 4,590.01

31 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUALANNUAL REPORTREPORT 2013-142013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

19. Trade Receivables As at As at March 31, 2014 March 31, 2013 Unsecured, considered good Outstanding for a period exceeding 6 months from the date 391.80 137.60 they are due for payment Outstanding for a period less than 6 months from the date 497.22 1,253.52 they are due for payment Unsecured, considered doubtful Outstanding for a period exceeding 6 months from the date 116.47 281.44 they are due for payment Outstanding for a period less than 6 months from the date they are due for payment 2.19 1.49 1,007.68 1,674.05 Less: Provision for doubtful debts 118.66 282.93 Total 889.02 1,391.12

20. Cash and Bank Balances As at As at March 31, 2014 March 31, 2013 Cash and Cash equivalents Cash on hand 0.35 0.90 Bank balances - Current Accounts 67.66 394.88 - Exchange Earners’ Foreign Currency Account 5.62 5.16 - Deposits with less than 3 months maturity 6.64 - 80.27 400.94 Other Bank balances Long term deposits with maturity more than 3 months but less than 12 months [Refer Note below] - 2.50 Long term deposits with maturity more than 12 months [Refer Note below] 2.00 1.60 Unclaimed Dividend Accounts 0.05 0.08 2.05 4.18 Total 82.32 405.12 Note: Fixed Deposits amounting to ` 1.90 million (March 31, 2013: ` 3.10 million) are provided as security against various bank guarantees given and Fixed Deposits amounting to ` 0.10 million (March 31, 2013: ` Nil) is provided as security to the Sales Tax Authorities, Delhi.

32 3333 ANNUALANNUAL REPORTREPORT 2013-142013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 21. Short-term Loans and Advances As at As at March 31, 2014 March 31, 2013 Unsecured, considered good (unless otherwise stated): Loans and advances to related parties [Refer Note (a) below] 344.00 100.22 Security Deposits 22.15 185.18 Other Loans and Advances Advance to Suppliers Considered good 1,636.14 2,110.25 Considered doubtful 473.78 58.20 Less: Allowance for doubtful advance to supplier (473.78) (58.20) Prepaid Expenses 13.98 64.99 Balance with Government Authorities 195.58 111.28 Others 0.77 0.73 Total 2,212.62 2,572.65 Note: (a) Includes ` Nil (March 31, 2013: ` 7.26 million) due from a director of the Company.

22. Other Current Assets As at As at March 31, 2014 March 31, 2013 Unsecured, considered good: Interest accrued on deposits with banks 0.57 0.54 Interest accrued on Loans to related Parties 58.59 145.03 Unbilled Revenue 26.02 164.96 Total 85.18 310.53

23. Contingent Liabilities As at As at March 31, 2014 March 31, 2013 Nature Description a. Legal matters: i. Legal cases filed against the - Pertains to litigation/disputes with parties 654.84 670.10 Company not acknowledged for which legal cases has been filed against as debts the Company. b. Taxation matters: i. Income Tax - Demand raised in respect of certain 9.72 9.72 disallowances in AY 2000-01, against which the Company has preferred an appeal with ITAT. - Pertains to alleged short deduction of 4.20 16.30 withholding taxes w.r.t. A.Y. 2008-09 to 2011-12 - Demand raised in respect of certain 17.59 17.59 disallowances and short credit of withholding taxes in AY 2009-10, against which the Company has preferred an appeal with ITAT. - Pertains to penalty levied for alleged non- - 1.17 deduction of withholding taxes in A.Y. 2007-08, against which the Company has preferred an appeal with ITAT. - Pertains to penalty levied for alleged 14.77 - concealment of Income in A.Y. 2007-08, against which the Company has preferred an appeal with CIT (A). 3333 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

23. Contingent Liabilities (Contd.) As at As at March 31, 2014 March 31, 2013 ii. Value Added Tax (VAT)/ - Pertains to Value Added Tax/Sales tax - 187.68 Sales Tax levied on sale/lease of copyrights under Maharashtra VAT Act, 2002 w.e.f. April 1, 2005. This is challenged by the whole film fraternity as there is no ground for levying VAT on film distribution activity. The contingent liability is for the period April 1, 2005 to April 30, 2011. - Pertains to disallowance of Value Added Tax 0.74 0.74 Input Credit for certain purchases made in FY 2008-09. - Ex-parte sales tax demand raised on 27.94 27.94 erstwhile United Entertainment Solutions Pvt. Ltd. for the year 2003-04 and 2004- 05 by the department not admitted by the Company. - Pertains to demand raised for non-payment 106.29 - of Sales Tax for certain purchases made in FY 2001-02 to FY 2004-05 iii. Service Tax The Finance Act, 2010 has levied service - 16.10 tax on transferring temporarily or permitting use or enjoyment of movies copyrights with effect from July 1, 2010. The Company has filed the Writ Petition in Bombay High Court challenging the constitutionality and legality of this entry under service tax since this is already a taxing entry with State Government as sales by way of transfer of rights to use and is already subjected to Sales tax/Value Added Tax. Pending outcome of the Writ, out of abundance caution Company has started collecting and depositing, under protest, the Service tax on sale of rights which are not transferred on perpetuity basis. Notes: (a) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. (b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

24. Guarantees given by the Company As at As at March 31, 2014 March 31, 2013 Bank Guarantees issued favoring The Asst. Commissioner of Customs 1.90 1.90 various Government Authorities

34 35 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

25. Revenue from Operations [Refer Note 2 (i)] Year ended Year ended March 31, 2014 March 31, 2013 Sales and Services Revenues (Net) Television Content, Airtime Sales and Dubbing Services 522.41 1,152.71 Distribution and Licensing of Movies 5,600.75 5,302.04 Interactive Media 48.34 64.45 Total 6,171.50 6,519.20

26. Other Income Year ended Year ended March 31, 2014 March 31, 2013 Interest Income: - On Loans to Related Parties 103.15 217.36 - On Fixed Deposits and Others 3.42 18.17 Provision for doubtful debts 164.27 Less: Bad debts written off 153.19 11.08 - Net Gain on Foreign Currency transaction and translation 62.54 - Provision no longer required Written Back 7.82 - Miscellaneous Income 2.90 1.85 Total 190.91 237.38

27. Direct Costs Year ended Year ended March 31, 2014 March 31, 2013 Telecast Fees 43.20 368.58 Cast and technicians’ fees and commission 10.27 175.27 Equipment hire, sets, costumes and venue hire 33.56 88.76 Footage, Programming and Other Acquisition Cost 1,579.56 1,031.48 Advertisement and publicity 642.37 901.40 Amortisation of movie costs 3,922.49 3,361.24 Miscellaneous expenses 22.66 33.06 Total 6,254.11 5,959.79

28. Employee Benefit Expenses Year ended Year ended March 31, 2014 March 31, 2013 Salaries, Allowances and Bonus 255.43 307.40 Contribution to Provident and Other Funds [Refer Note (a) below] 16.22 18.32 Gratuity [Refer Note (b) below] 2.20 6.36 Staff Welfare Expenses 5.07 6.67 Total 278.92 338.75

(a) Defined Contribution Plans Amount recognised in Statement of Profit and Loss Year ended Year ended March 31, 2014 March 31, 2013 Provident and Pension Fund 16.18 18.20 Employees State Insurance Commission 0.04 0.12 Total 16.22 18.32 Included in Contribution to Provident and Other Funds. 35 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

(b) Defined Benefit Plans The Company provides long-term benefits in the nature of Gratuity to its employees, which is funded through the Life Insurance Corporation of India. The following tables summarises the components of net benefit expenses recognised in the Statement of Profit and Loss and funded status and amounts recognised in the Balance Sheet for the gratuity benefit plan: (i) Present Value of Defined Benefit Obligation Year ended Year ended March 31, 2014 March 31, 2013 Balance at the beginning of the year 24.58 19.44 Interest Cost 1.97 1.65 Current Service Cost 1.44 4.20 Benefits Paid (5.95) (2.96) Actuarial (Gain)/Loss 0.22 2.25 Balance at the close of the year 22.26 24.58

(ii) Fair Value of Plan Assets Year ended Year ended March 31, 2014 March 31, 2013 Balance at the beginning of the year 19.08 20.30 Expected return on plan assets 1.66 1.75 Actuarial gain/(loss) (0.23) (0.01) Benefits Paid (5.95) (2.96) Contributions by employer - - Balance at the close of the year 14.56 19.08

(iii) Reconciliation/Assets and Liabilities recognised in the Balance Sheet Year ended Year ended March 31, 2014 March 31, 2013 Present Value of Defined Benefit Obligation 22.26 24.58 Less: Fair Value of Planned Assets (14.56) (19.08) Amount recognised as (Asset)/liability * 7.70 5.50 *Liability recognised under Short-term Provisions (Refer Note 11).

(iv) Expense recognised in Statement of Profit and Loss Year ended Year ended March 31, 2014 March 31, 2013 Current Service Cost 1.44 4.20 Interest on Defined Benefit Obligation 1.97 1.65 Expected return on plan assets (1.66) (1.75) Net Actuarial (Gain)/Loss recognised in the year 0.45 2.26 Total Expenses 2.20 6.36

(v) Actual Return on Plan Assets Year ended Year ended March 31, 2014 March 31, 2013 Expected return on Plan Assets 1.66 1.75 Actuarial gain on Plan Assets (0.23) (0.01) Actual Return on Plan Assets 1.43 1.74

(vi) Investment details of Plan Assets 100% of the Plan Assets are invested in Insurer Managed Funds.

36 37 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

(vii) Actuarial Assumptions Year ended Year ended March 31, 2014 March 31, 2013 (Per Annum) (Per Annum) Discount Rate 8.75% 8.00% Salary Growth Rate 12.00% 12.00% Expected Rate of Return on Plan Assets 8.70% 8.70% – The discount rates reflects the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligations. – The estimates of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority, promotions and other relevant factors, such as demand and supply in the employment market. – The expected rate of return of plan assets is the Company’s expectation of the average long term rate of return expected on investments of the fund during the estimated term of the obligations.

(viii) Amounts recognised in current year and previous four years As at As at As at As at As at March 31, 2014 March 31, 2013 March 31, 2012 March 31, 2011 March 31, 2010 Defined Benefit Obligation 22.26 24.58 19.44 17.93 14.53 Plan Assets 14.56 19.08 20.30 16.06 15.47 (Surplus)/Deficit 7.70 5.50 (0.86) 1.87 (0.94) Experience adjustment in plan liabilities - (Gain)/ Loss 1.87 (0.04) 5.41 1.45 (1.56) Experience adjustment in plan assets - Gain/ (Loss) (0.23) (0.01) 0.36 0.16 0.03

(ix) Expected Contribution to the Funds in the next year Year ended Year ended March 31, 2014 March 31, 2013 Gratuity 8.72 6.95

(c) The Liability for Compensated Absences (Non-Funded) as at March 31, 2014 is ` 19.30 million (March 31, 2013: ` 39.94 million) recognised under: As at As at March 31, 2014 March 31, 2013 Long-term Provision (Refer Note 7) 10.24 33.90 Short-term Provision (Refer Note 11) 9.06 6.04 Total 19.30 39.94

29. Finance Costs Year ended Year ended March 31, 2014 March 31, 2013 Interest on borrowing from banks 1,151.08 1,248.10 Interest on borrowings from others 33.53 10.08 Discount on Commercial Paper amortised - 4.50 Other borrowing costs 1.56 22.03 Total 1,186.17 1,284.71

30. Depreciation and Amortisation Expenses Year ended Year ended March 31, 2014 March 31, 2013 Depreciation on Tangible assets 8.64 20.74 Amortization on Intangible assets 2.55 6.85 Total 11.19 27.59 37 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

31. Other Expenses Year ended Year ended March 31, 2014 March 31, 2013 Rent [Net of Recovery of ` Nil (March 31, 2013: ` 16.37 million)] 51.38 32.02 Repairs and Maintenance - Others 18.02 24.88 Legal and Professional fees 44.90 32.82 Payment to Auditors - Audit fees 5.00 4.50 - Certification fees/Other services 0.88 0.08 - Reimbursement of Expenses 0.05 0.06 Rates and taxes 57.40 44.81 Insurance 16.07 8.97 Electricity Charges [Net of Recovery of ` Nil (March 31, 2013: 9.31 5.36 ` 2.49 million)] Travel, Conveyance and Accommodation 19.00 18.40 Communication and Postage Expenses 6.63 9.83 Provision for doubtful debts - 132.13 Bad debts written off - 28.98 Net Loss on Disposal of Tangible and Intangible Assets 7.53 - Net Loss on foreign currency transactions and translations - 11.84 Provision for doubtful Loans and Advances 457.32 8.46 Central Support Expenses [Net of Recovery ` 68.80 million 147.86 54.30 (March 31, 2013: ` 33.60 million)] [Refer Note below] Miscellaneous expenses 40.52 31.87 Total 881.87 449.31 Note: ‘Central Support Fee’ aggregating ` 147.86 million (March 31, 2013: ` 54.30 million) includes recoveries of costs incurred by group companies for providing services such as business development, information technology system support, financial and legal support, facility support and human resource consulting services. The charge for these services is accounted based on the periodic debit notes received from group companies.

32. Exceptional Items: Year ended Year ended March 31, 2014 March 31, 2013 Provision for diminution in the value of investments - 3,231.33 [Refer Note below] Provision for doubtful loans and advances - 92.55 [Refer Note below] Total - 3,323.88 Note: The Company has made investments in IG Interactive Entertainment Limited and UTV Games Limited for further investments into their downstream subsidiaries, Ignition Entertainment Limited and True Games Inc., respectively, which are in the business of development and distribution of games. The Management undertook review of development cost of games of these subsidiary companies to consider the commercial viability of the games. As a consequence of the said review it was decided to curtail operations of these subsidiary companies and write off the existing game development expenditure in the financial statement of these subsidiaries. Considering the substantial erosion in the net worth of these subsidiary companies consequent to write off the existing game development expenditure, the Company has recognised provision for other than temporary diminution in value of investments and provision for doubtful loans and advances with respect to its investments/Loans and advances in IG Interactive Entertainment Limited and UTV Games Limited. Further refer Note 38 (b) for details. During the year, the Company has made applications to Reserve Bank of India seeking permission for writing-off these investments and receivables.

38 39 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

33. Employee Stock Option Plan (ESOP) [Refer Note 2 (l)] Employee Stock Option Scheme - 2007: Pursuant to the resolution passed by the Board of Directors on July 27, 2007 and members of the Company at the Annual General Meeting held on September 25, 2007, the Company had introduced Employee Stock Option Scheme (“the scheme”) for permanent employees and directors of the Company and of its subsidiaries, as may be decided by the Compensation Committee/Board. The scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the Company having face value of ` 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options. The details of the activity under the Scheme during the year are as follows: Particulars March 31, 2014 March 31, 2013 (Numbers) (Numbers) Option Outstanding at the beginning of the year - 546,750 Options Granted during the year - - Options Exercised during the year - (519,250) Options Lapsed during the year - (27,500) Options Outstanding at the year end - -

Employee Stock Option Scheme - 2009: Pursuant to the resolution passed by the Board of Directors on July 10, 2009 and members of the Company at the Annual General Meeting held on September 4, 2009, the Company had introduced Employee Stock Option Scheme 2009 (“the 2009 scheme”) for permanent employees and directors of the Company and of its subsidiaries, as may be decided by the Compensation Committee/Board. The 2009 scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the Company having face value of ` 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options. The details of the activity under the Scheme during the year are as follows: Particulars March 31, 2014 March 31, 2013 (Numbers) (Numbers) Option Outstanding at the beginning of the year - 680,500 Options Granted during the year - - Options Exercised during the year - (600,500) Options Lapsed during the year - (80,000) Options Outstanding at the year end - -

Employee Stock Option Scheme - 2010: Pursuant to the resolution passed by the Board of Directors on October 14, 2010 and Postal Ballot resolution passed by members on November 30, 2010, the Company had introduced Employee Stock Option Scheme 2010 (“the 2010 scheme”) for permanent employees and directors of the Company and of its subsidiaries, as may be decided by the Compensation Committee/Board. The 2010 scheme provides that the total number of options granted there under will be 1,000,000. Each option, on exercise, is convertible into one equity share of the Company having face value of ` 10. The options have been granted at an exercise price which is higher than the market price as on the date of the grant. Accordingly, the Company has not recognised any expense on account of grant of stock options.

39 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

The details of the activity under the Scheme during the year are as follows: Particulars March 31, 2014 March 31, 2013 (Numbers) (Numbers) Option Outstanding at the beginning of the year 30,000 153,000 Options Granted during the year - - Options Exercised during the year (30,000) (118,000) Options Lapsed during the year - (5,000) Options Outstanding at the year end - 30,000 The details of the Exercise Price under the Scheme for Options outstanding at year end are as follows: Exercise Price (`) March 31, 2014 March 31, 2013 (Numbers) (Numbers) 576 30,000 Total - 30,000

34. Expenditure in foreign currency Year ended Year ended March 31, 2014 March 31, 2013 Professional fees - 7.74 Licence Fees 150.18 - Footage Cost 27.22 21.40 Advertisement and Business Promotion 1.16 2.80 Other Expenses 20.77 2.15 Central Support Expenses 86.46 46.60 Total 285.79 80.69

35. Earnings in foreign currency Year ended Year ended March 31, 2014 March 31, 2013 Sales and Service Revenues 752.79 520.47

36. Earnings/(Loss) Per Share (EPS) [Refer Note 2 (s)] Year ended Year ended March 31, 2014 March 31, 2013 Basic and Diluted Loss after tax (2,251.16) (5,378.88) Weighted average number of equity shares outstanding at the year end (Nos.) 51,068,008 45,914,455 (for Basic EPS) Add: Effect of dilutive issues of Employees Stock Options - - Weighted average number of equity shares outstanding at the year end (Nos.) 51,068,008 45,914,455 (for Diluted EPS) Loss per share (Basic) (`) (44.08) (117.15) Loss per share (Diluted) (`) (44.08) (117.15) Nominal value of shares (`) 10.00 10.00

40 41 ANNUAL REPORT 2013-14 - - 27.59 41.34 21.68 237.38 (214.90) Total Total 3,571.10 6,519.20 6,519.20 1,284.71 3,375.44 1,342.95 6,023.09 3,323.88 (4,627.45) 13,479.77 13,664.41 (1,303.57) 12,321.46 19,502.86 - - - - - 41.34 16.77 21.68 237.38 1,284.71 3,375.44 3,323.88 13,479.77 12,321.46 Unallocable - - - 0.13 53.11 64.45 64.45 26.26 (61.05) March 31, 2013 2013 31, March Interactive Media Interactive - - 6.19 (118.52) 3,542.12 1,092.56 5,302.04 5,302.04 5,658.50 Movies - - 4.50 28.98 197.28 (35.33) 338.33 Total Total 1,152.71 1,152.71 Television Television 19,502.86 20,549.55 - - - 65.17 60.21 24.67 11.19 774.23 190.91 992.88 988.57 8,337.39 6,171.50 6,171.50 4,416.72 1,186.17 Total Total 15,167.07 14,174.19 (2,249.85) (2,249.85) 20,549.55 12,212.16 (1,189.42) ASSETS Outside India India Outside ------2.98 65.17 60.21 24.67 190.91 1,186.17 14,174.19 12,212.16 18,728.63 19,560.98 Unallocable Within India India Within - - 0.12 17.62 (2.35) 28.62 48.34 48.34 (48.18) 6,519.20 6,171.50 Total Total March 31, 2014 Interactive MediaInteractive - - 6.33 915.28 520.47 752.79 (954.82) 4,365.30 5,600.75 5,600.75 8,284.28 REVENUE Movies Outside India India Outside - - 1.76 53.77 48.98 35.49 522.41 522.41 (186.42) 5418.71 5,998.73 Television Television Within India India Within tatements ` million, unless otherwise stated) Segment Reporting [Refer Note 2 (q)] Note [Refer the by primaryas the business segment the has considered is primarily determined reportingThe Company Company the of returns risk and the basis that the on segment nature of products and services. the Consequently, geographical segment has been considered as a secondary segment. The business segment have been identified on performance reporting organisation and management structure the internal and services, systems. internal the risks and returns, the basis of nature products of the following: The business segment comprise airtime content, sales and dubbing services; television Segment comprises (a) Television distribution and syndication business; the film production, segment comprises (b) Movies business. and mobile content web media segment comprises (c) Interactive Geographical segment is considered based on sales within India and outside India. Unallocable Non-Cash Expenditure Expenditure Non-Cash Unallocable Secondary Segment: Segment Geographical March 31, 2014 2013 31, March Segment Non-Cash Expenditure Expenditure Non-Cash Segment Capital Expenditure (Including Fixed Assets written off) written Assets Capital Fixed (Including Expenditure AmortizationDepreciation, Expenses Impairment and Amortisation and Depreciation other than expenditure Non-cash Primary Segment: Segment Business Liabilities Total Unallocated Corporate Liabilities Corporate Unallocated Revenue from Operations (Internal) (Internal) Operations from Revenue Liabilities Segment REVENUE (External) Operations from Revenue Unallocated Corporate Income Income Corporate Unallocated Expenses Corporate Unallocated Less: Inter Segment revenue revenue Segment Less: Inter Cost Finance Assets Total Segment Results - Profit/ (Loss) - Profit/ Results Segment Total Assets Corporate Unallocated Profit/(Loss) Before Exceptional Items and Tax and Items Exceptional Before Profit/(Loss) Items Less: Exceptional tax before /(Loss) Profit Information Other Assets Segment S to the F inancial N otes (All amounts in 37. 41 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

38. Related Party Transactions (a) Names of related parties and nature of relationship: (i) Ultimate Holding Company: The Walt Disney Company^ (ii) Intermediate Holding Company: Disney Enterprises, Inc.^ (iii) Immediate Holding Company: The Walt Disney Company (Southeast Asia) Pte Limited (TWDC)^ (iv) Subsidiaries of the Company: UTV Communications (USA) LLC IG Interactive Entertainment Limited Indiagames Limited Ignition Entertainment Limited, UK Ignition London Limited Ignition Entertainment Limited, USA UTV Games Limited True Games Interactive, Inc. UTV Global Broadcasting Limited Genx Entertainment Limited UTV Entertainment Television Limited UTV New Media Limited UTV TV Content Limited (merged with the Company w.e.f. April 1, 2013) RB Entertainment Limited (merged with the Company w.e.f. April 1, 2013) First Future Agri & Developers Limited (merged with the Company w.e.f. April 1, 2013) UTV Tele Talkies Limited (merged with the Company w.e.f. April 1, 2013) Vikatan UTV Content Limited (merged with the Company w.e.f. April 1, 2013) Screenshot Television Limited (merged with the Company w.e.f. April 1, 2013) (v) Fellow Subsidiary Companies^: The Walt Disney Company (India) Private Limited United Home Entertainment Private Limited Disney Worldwide Services The Walt Disney Company (Australia) P/L The Walt Disney Company (Asia Pacific) Ltd. Buena Vista International Inc. (vi) Key Management Personnel: Executive Directors Rohinton Screwvala (upto April 05, 2012) Siddharth Roy Kapur ^ All the Global and other entities under the common control of The Walt Disney Company which do not have any transactions with the Company during the year are not disclosed here.

42 43 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

(b) Transactions during the year with and outstanding balances of related parties referred to in item (a) (i) to (vii) above: Holding Company/ Subsidiary Companies/ Intermediate Holding Company/ Fellow Subsidiary Companies/ Immediate Holding Company Common Control Entities Year ended Year ended Year ended Year ended March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013 Sales and Services* - UTV Communications (USA) LLC 216.77 137.42 - IG Interactive Entertainment Limited 161.54 101.60 - Genx Entertainment Limited 2.35 26.14 - UTV Entertainment Television Limited 92.44 4.13 - UTV New Media Limited 0.15 1.55 - Indiagames Limited 13.86 3.29 - United Home Entertainment Private Limited 6.42 3.99 - The Walt Disney Company (India) Private Limited 58.79 86.91 - Buena Vista International Inc. 27.41 - Purchases* - RB Entertainment Limited - 3.56 - UTV Tele Talkies Limited - 76.14 - UTV Entertainment Television Limited 28.09 18.18 - Genx Entertainment Limited 12.46 12.85 - United Home Entertainment Private Limited - 0.03 - Indiagames Limited - 0.15 - Buena Vista International Inc. 150.18 - - The Walt Disney Company (India) Private Limited 15.51 246.99 Investment Activities - Equity Shares IG Interactive Entertainment Limited - 2,968.77 - Equity Shares in UTV Global Broadcasting Limited 2,024.91 4,306.51 - Refund of Share Application Money by IG Interactive 27.17 - Limited Issue of Equity Shares (including Share Premium) - The Walt Disney Company (Southeast Asia) Pte Limited 1,750.00 8,250.00 Interest Income from - UTV Global Broadcasting Limited 36.17 155.93 - Genx Entertainment Limited 26.31 38.78 - UTV Entertainment Television Limited 40.67 22.52 Interest Expense - United Home Entertainment Private Limited 33.53 6.80 Expenses Paid on behalf of - UTV Communications (USA) LLC 7.92 17.54 - IG Interactive Entertainment Limited 15.10 9.37 - UTV Global Broadcasting Limited 0.67 1.90 - Genx Entertainment Limited - 10.88 - UTV Entertainment Television Limited - 10.73 - The Walt Disney Company 2.16 - - Indiagames Limited - 0.16 - The Walt Disney Company (Asia Pacific) Ltd. 0.53 - The Walt Disney Company (India) Private Limited 116.77 5.44 * Include Service Tax

43 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

(b) Transactions during the year with and outstanding balances of related parties referred to in item (a) (i) to (vii) above (Contd.): Holding Company/ Subsidiary Companies/ Intermediate Holding Company/ Fellow Subsidiary Companies/ Immediate Holding Company Common Control Entities Year ended Year ended Year ended Year ended March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013 Expenses Reimbursed to - UTV Global Broadcasting Limited - 0.89 - Genx Entertainment Limited - 1.49 - The Walt Disney Company (India) Private Limited - 19.62 - UTV Entertainment Television Limited - 2.46 - UTV Tele Talkies Limited - 48.35 - Disney Worldwide Services - 1.19 - The Walt Disney Company (AUSTRALIA) P/L 6.15 9.33 Central Support Fees paid to* - The Walt Disney Company (Asia Pacific) Ltd. 96.18 46.60 - UTV Global Broadcasting Limited 7.87 4.50 - UTV Entertainment Television Limited - 18.60 - The Walt Disney Company (India) Private Limited 126.20 18.20 Central Support Fees recovered from* - UTV Global Broadcasting Limited - 1.00 - Genx Entertainment Limited 19.44 5.30 - UTV Entertainment Television Limited 22.13 5.10 - UTV New Media Limited 0.34 0.60 - Indiagames Limited 6.63 3.10 - The Walt Disney Company (India) Private Limited 28.76 18.50 Investments/Advances Provided for/ (Reversed) - UTV Games Limited - 2.56 - IG Interactive Entertainment Limited - 3,321.33 - UTV Communications (USA) LLC 65.08 (10.84) - UTV TV Content Limited (23.34) 23.34 Loans/Advances Given to - UTV Entertainment Television Limited - 417.26 - Genx Entertainment Limited - 725.80 - Vikatan UTV Content Limited - 0.50 Loans/Advances Repaid by - UTV Communications (USA) LLC - 26.34 - IG Interactive Entertainment Limited - 437.89 - UTV Global Broadcasting Limited 92.96 2,924.61 - Genx Entertainment Limited 725.80 - Loans/Advances Received from - United Home Entertainment Private Limited - 450.00 Outstanding Corporate Guarantee taken from - Disney Enterprises, Inc. 14,800.00 14,800.00 * Include Service Tax

44 45 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

(b) Transactions during the year with and outstanding balances of related parties referred to in item (a) (i) to (vii) above (Contd.): Holding Company/ Subsidiary Companies/ Intermediate Holding Company/ Fellow Subsidiary Companies/ Immediate Holding Company Common Control Entities Year ended Year ended Year ended Year ended March 31, 2014 March 31, 2013 March 31, 2014 March 31, 2013 Outstanding Balance - Net Payable to - The Walt Disney Company (India) Private Limited 169.62 9.44 - United Home Entertainment Private Limited 456.47 454.09 - Disney Worldwide Services 1.19 1.19 - The Walt Disney Company (Asia Pacific) Ltd. 76.03 41.68 - RB Entertainment Limited - 2.85 - Buena Vista International Inc. 123.66 - - Net Receivable from (excluding Share Application Money) - UTV Communications (USA) LLC (Net of Provision) 605.32 403.36 - IG Interactive Entertainment Limited (Net of Provision) 127.58 61.86 - Indiagames Limited 8.24 6.63 - Genx Entertainment Limited 17.09 736.03 - UTV Global Broadcasting Limited 393.85 233.85 - The Walt Disney Company 2.11 - - UTV Entertainment Television Limited 462.39 393.97 - UTV TV Content Limited - 49.90 - Vikatan UTV Content Limited - 27.90 - Screen Shot Television Limited - 2.93 - UTV New Media Limited 2.62 2.35 For Investments made in subsidiaries, refer Note 14.

Disclosure in respect of transactions with persons referred to in item (a) (vi) above: Year ended Year ended March 31, 2014 March 31, 2013 Remuneration - Siddharth Roy Kapur# 61.47 151.72

* During the financial year 2013-14, the Company had paid ` 4.25 million as managerial remuneration to Mr. Siddharth Roy Kapur in excess of the limits prescribed under the provisions of the Companies Act, 1956 read with Schedule thereunder. The excess remuneration will be approved and ratified by the shareholder of the Company at the ensuing AGM. # ` 5.03 million (March 31, 2013: ` 108.86 million) towards perquisite value on the Employee Stock Option Plan exercised by him which were granted to him in the years 2008, 2009 and 2010. Year ended Year ended March 31, 2014 March 31, 2013 Interest Charged to - Siddharth Roy Kapur - 0.13 Loans/ Advances Given to/ (Repaid by): - Siddharth Roy Kapur (12.90) 5.62

Year ended Year ended March 31, 2014 March 31, 2013 Outstanding Balance Receivable - Siddharth Roy Kapur - 12.90

45 UTV SOFTWARE COMMUNICATIONS LIMITED ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

39. Leases Operating Lease [Refer Note 2(p)]: The Company’s significant leasing arrangements are mainly in respect of office premises. The aggregate lease rentals payable on these leasing arrangements are charged as rent under “Other Expenses” in Note 31. These leasing arrangements are for a period not exceeding 3 years and are in most cases renewable by mutual consent, on mutually agreeable terms. Future lease rentals payable are as follows: Year ended Year ended March 31, 2014 March 31, 2013 With respect to all operating leases: Lease payments recognised in the Statement of Profit and Loss during the year 51.38 32.02

With respect to non-cancellable operating leases, the future minimum lease payments are as follows: As at As at March 31, 2014 March 31, 2013 Not later than one year - 0.80

40. The disclosures pursuant under Micro, Small and Medium Enterprises Development Act, 2006 (‘MSMED Act’) are as follows: Particulars 2013-14 2012-13 i) the principal amount and the interest due thereon (to be shown separately) remaining unpaid to any supplier as at the end of each accounting year; - Principal - 0.96 - Interest due thereon 0.13 0.11 ii) the amount of interest paid by the buyer in terms of Section 16 of the Micro, Small and Medium Enterprises Development Act, 2006, along with the amount of the payment made to the supplier beyond the appointed day during each accounting year; - Principal 4.80 5.55 - Interest - - iii) the amount of interest due and payable for the period of delay in making - - payment (which have been paid but beyond the appointed day during the year) but without adding the interest specified under the Micro, Small and Medium Enterprises Development Act, 2006 iv) the amount of interest accrued and remaining unpaid at the end of each accounting year; - Total interest Accrued during the year 0.02 0.11 - Interest remaining unpaid 0.02 0.11 v) the amount of further interest remaining due and payable even in the 0.02 0.11 succeeding years, until such date when the interest dues as above are actually paid to the small enterprise, for the purpose of disallowance as a deductible expenditure under Section 23 of the Micro, Small and Medium Enterprises Development Act, 2006.

46 47 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

41. Scheme of Amlagamation Pursuant to the Scheme of Amalgamation between the Company and its subsidiaries namely First Future Agri & Developers Limited (‘FADL’), UTV TV Content Limited (‘UTCL’), RB Entertainment Limited (‘RBEL’), UTV Tele Talkies Limited (‘UTTL’), Vikatan UTV Content Limited (‘VUCL’) and Screenshot Television Limited (‘SSTL’) sanctioned by the order of the Hon’ble Bombay High Court dated April 11, 2014 (the ‘Scheme’); all assets, liabilities and reserves of these subsidiaries were transferred and vested in the Company with effect from the appointed date of April 1, 2013. The Scheme has accordingly been given effect to in these financial statements. RBEL, UTTL, VUCL and SSTL were in the business of production and development of TV content. FADL and UTCL were non-operating companies. The amalgamation has been accounted for under the ‘Pooling of Interests’ method as prescribed by Accounting Standard 14 on ‘Accounting for Amalgamations’. Accordingly, the assets, liabilities and reserves of these subsidiaries as at April 1, 2013 have been taken over at their book values. The Company’s investment in the equity share capital of these subsidiaries stand cancelled. There were no differences in Accounting Policies of the Company and its abovementioned subsidiaries. Pursuant to the Scheme, the difference being the excess of assets, liabilities and reserves of a subsidiary over investment in a subsidiary is credited to Capital Reserve as follows:

FADL UTCL RBEL UTTL VUCL SSTL Assets, Liabilities and Reserves of Subsidiary 320.00 0.50 0.50 0.50 0.50 0.50 Companies (net) Less: Investment as on April 1, 2013 by the Company 320.00 0.50 - - - 0.25 Investment as on April 1, 2013 by UTCL - - 0.30 0.26 0.26 - Share purhchased from minority shareholders by - - 0.02 0.02 0.02 - UTCL during FY 2013-14 Amount transferred to Capital Reserve - - 0.18 0.22 0.22 0.25

42. The Company has undertaken necessary steps to comply with the Transfer Pricing regulations. The Management is of the opinion that the related party transactions are at arm’s length and at present does not envisage any further tax liability. For the year ended March 31, 2014, the Company will carry out a transfer pricing study to comply with the said regulations.

43. The previous year’s figures have been reclassified, wherever considered necessary, to confirm to current year’s classfication.

The notes are an integral part of these financial statements

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Siddharth Roy Kapur Sujit Vaidya Partner Managing Director Director Membership No. 046061 Pawan Jaggi Company Secretary Place: Mumbai Place: Mumbai Date: July 29, 2014 Date: July 29, 2014 47 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

ANNUAL REPORT OF UTV Global Broadcasting Limited FOR FINANCIAL YEAR 2013-14

48 49 ANNUAL REPORT 2013-14

DIRECTORS’ REPORT

Dear Members, Your Directors take pleasure in presenting the Seventh Annual Report along with Audited Balance Sheet and Profit & Loss Account on the operations of your Company for the financial year ended March 31, 2014. UTV Software Communications Limited (“USCL”) holds 88.65% of the total paid up capital of your Company and balance 11.35% is held by The Walt Disney Company (Southeast Asia) Pte. Limited (“TWDC (SEA)”). TWDC (SEA) also holds 99.70% of the total paid up capital of USCL. 1. FINANCIAL HIGHLIGHTS: COMPANY STAND ALONE (Amount in ` million) As at March 31, As at March 31, Particulars 2014 2013 INCOME Revenue from Operations (Net) 4.30 793.23 Other Income 46.26 0.80 Total Income 50.56 794.03 EXPENDITURE Direct Cost 12.87 500.24 Employee Benefit Expenses 22.77 143.14 Finance Cost 36.17 231.77 Depreciation and Amortization Expenses 3.70 9.09 Other Expenses 45.05 100.90 Total Expenditure 120.56 985.14 LOSS BEFORE EXCEPTIONAL ITEM AND TAX (70.00) (191.11) Exceptional Item 12.61 LOSS BEFORE TAX (82.61) (191.11) Less : Provision for Taxation - - - Deferred Tax - 232.87 LOSS AFTER TAX (82.61) (423.98) 2. BUSINESS OVERVIEW: During the year under review, your Company was primarily engaged in the business of aggregating and distributing channels outside India (USA, APAC & Middle East), to various distribution platforms. These channels are UTV Movies, Bindass and UTV Stars (“Channels”). These channels target specific audiences. UTV Movies is India’s New Age Hindi Movie channel offering both the viewers and advertiser a highly engaged audience. UTV Stars caters to the need for Bollywood content in India and is a premium channel which gives the best of Bollywood content to its audiences. Bindass, the youth entertainment channel caters to Adults 15-24 years through various innovative show concepts and brand led activations. In the coming year, your Company has the distribution rights UTV Movies and Bindass for Nepal territory only. Effective April 1, 2013 the Channels distribution business for the domestic market has been shifted and carried on by the joint venture company namely “IndiaCast UTV Media Distribution Pvt. Ltd.”. Your Company holds a stake of 26% in the Joint Venture Company with other partner being IndiaCast Media Distribution Private Limited. IndiaCast Media Distribution Private Limited is an equal joint venture between Viacom18 Media Private Limited and TV18 Broadcast Limited and is engaged in the business of aggregating and distributing several Channels in India to various Distribution Platforms. In view of the recent changes in TRAI regulations which prevented content aggregators from forming bouquets which have channels from more than one broadcaster, your Company on June 30, 2014 had sold its stake in the above mentioned Joint Venture Company. 3. SUBSIDIARY COMPANIES: As at March 31, 2014, your company has the following two wholly owned subsidiaries viz. Genx Entertainment Limited (“Genx”) and UTV Entertainment Television Limited (“UETL”). The audited Balance Sheet, Profit & Loss account, along with the Directors’ Report and Auditors Report of Genx and UETL as required under section 212 of the Companies Act, 1956 (“Act”) have been attached with the Balance Sheet of the Company and a statement pursuant to section 212 relating to Company’s interest in subsidiary Companies is annexed as Exhibit A. 4. DIVIDEND: As the Company has incurred a Loss during the year, no dividend has been recommended by the Board of Directors. 49 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

5. DIRECTORS: Ms. Shikha Kapur was appointed as an additional director on the Board of the Company on December 31, 2013 in place of Mr. M K Anand, who resigned on same date. On April 30, 2014, Ms. Shikha Kapur resigned and Mr. Manas Mati was appointed in her place as an additional director of the Company. The Board places on record its appreciation of the valuable services rendered during their tenure by Mr. M K Anand and Ms. Shikha Kapur as Directors and for their contributions to the deliberations of the Board Mr. Manas Mati will hold office upto the date of ensuing Annual General Meeting. Your approval is sought for his appointment vide respective resolution set out in the accompanying Annual General Meeting notice. The Company has received requisite notice in writing from a member proposing candidature of Mr. Manas Mati for appointment as a director of the Company. Mr. Anuraag Shroff, director of the Company, retire by rotation in the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his reappointment. 6. RECONSTITUTION OF REMUNERATION COMMITTEE: Subsequent to appointment of additional director on the Board, Remuneration Committee of the Company was re- constituted on April 30, 2014 with Mr. Anuraag Shroff, Mr. Manas Mati and Ms. Shalini Sethi as members. 7. CORPORATE SOCIAL RESPONSIBILITY (“CSR”) As a responsible Corporate, your Company has constantly endeavored to contribute to the development and upliftment of the social strata. Your Company is part of The Walt Disney Group and conducts various social activities that contribute to the wellness of the society and the nature such as ensuring environmental sustainability by conserving green spaces, promoting education through joyful learning and supporting health care by creating brighter spaces of care giving thereby ensuring faster recoveries, fulfilling wishes of kids suffering from life threatening medical conditions thereby providing hope, strength and joy to the kids and their families. The employees of the Company are encouraged to participate in CSR activities undertaken by the Company. On April 1, 2014 your company has constituted CSR Committee with Mr. Anuraag Shroff, Ms. Shalini Sethi and Ms. Shikha Kapur as members of the Committee so as to be in line with the regulatory requirements mandated by Companies Act, 2013. The CSR Committee at its meeting held on 1st April, 2014 had formulated and recommended the CSR Policy, which was also approved by the Board of Directors of the Company. On April 30, 2014, CSR Committee was re-constituted to include Mr. Manas Mati in place of Ms. Shikha Kapur who ceases to be a director and member of the Committee. 8. CHANGE OF REGISTERED OFFICE ADDRESS OF THE COMPANY With effect from January 10, 2014 the registered office of your Company has been shifted from 7th Floor, Building No. 11, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093 to 1st Floor, Building No. 14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093. 9. CHANGE IN OBJECT CLAUSE OF THE COMPANY The object clause of the Company has been altered twice by adding new clause in the existing main object of the Company with a view to enhance the business and operations of the Company, vide special resolution passed in the extra ordinary general meeting of the members held on December 13, 2013 and February 7, 2014 respectively. 10. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY The existing Articles of Association (“AOA”) of the Company are based on the Companies Act, 1956 and many of the articles of existing AOA contains references to specific sections of the Companies Act, 1956 and some regulations in the existing AOA are no longer in conformity with the new Companies Act, 2013. Hence, with the new Companies Act, 2013 coming into force and considering most of the sections under the Companies Act, 2013 been notified by the Ministry of Corporate Affairs, it is considered expedient to replace existing AOA by adopting new set of AOA. The Board of Directors of the Company at their meeting held on July 29, 2014 proposed adoption of new set of AOA, subject to approval of the members. Your approval is sought for adoption of new set of AOA vide respective resolution set out in the accompanying notice of Annual General Meeting. 11. TERMINATION OF JOINT VENTURE Your Company had entered into a Joint Venture Agreement with IndiaCast Media Distribution Private Limited (“IndiaCast”) to distribute various satellite television channels either owned and operated by its affiliate companies or third parties 50 51 ANNUAL REPORT 2013-14

via the Distribution Platforms in the territory to be conducted through the Joint Venture Company, IndiaCast UTV Media Distribution Services Private Limited (“IndiaCast UTV”). Pursuant to the aforesaid JV Agreement, your company had acquired 13,00,000 Equity Shares of Rs. 10/- each, consisting 26% of total paid up capital of IndiaCast UTV. On June 30, 2014 the Board of Directors have transferred the aforesaid shares to IndiaCast and thereby disposed of the 26% stake held in IndiaCast UTV, pursuant to termination of Joint Venture Agreement. 12. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. Your Company has always believed in providing a safe and harassment free workplace for every individual at workplace. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. A policy on Prevention of Sexual Harassment at Workplace was released during the last financial year. The policy aims to provide protection against sexual harassment at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. An Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment. During the year ended March 31, 2014 no complaint pertaining to sexual harassment was received by the Company. 13. AUDITORS: M/s. Price Waterhouse & Co., Chartered Accountants, (Bangalore – FRN:007567S) the present statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. It is proposed to re-appoint them as the statutory auditors of the Company until the conclusion of the next Annual General Meeting. M/s. Price Waterhouse & Co., (Bangalore – FRN 007567S) have under section 139 of the Companies Act, 2013 furnished the certificate of their eligibility for re-appointment. 14. AUDITORS REPORT: The Auditors report to shareholders does not contain any qualification. 15. FIXED DEPOSIT: Your company has neither accepted nor renewed any fixed deposit in respect of the year under review. As such, no amount of principal and / or interest is outstanding as on the balance sheet date. 16. SECRETARIAL COMPLIANCE REPORT: In accordance with the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained “Secretarial Compliance Certificate” from a Practicing Company Secretary “M/s. Sanjay Parab & Co”, Mumbai and same forms part of this Directors’ Report, enclosed as Exhibit ‘B’. 17. PARTICULARS OF EMPLOYEES: Particular of employees required to be furnished under section 217(2A) of the Companies Act, 1956 (‘the old Act’) and corresponding section 197 of the Companies Act, 2013 (‘the new act’) and rules thereunder, form part of this report as Exhibit ‘C’. 18. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO In terms of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:  Conservation of Energy: Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels and the company has taken adequate measures to reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioners are used only when required. Further the Company has spread awareness among the employees on the need to conserve energy which is well adopted by the employees.  Research & Development (R&D): The Company is a broadcasting Company in the Media and Entertainment Industry and carries out research and innovation in creating content in various segments of entertainment as part of its regular on going business.  Technology Absorption, Adaptation and Innovation Your Company keeps innovating, takes all measures necessary to absorb and adapt latest technology. 51 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

 Foreign Exchange Earnings and Outgo: (` in million) Particulars As at As at March 31, 2014 March 31, 2013 Earnings in foreign Currency 15.27 43.17 Expenditure in foreign Currency: 8.09 7.00 The Company continually explores new and innovative opportunities for the development of export markets and takes adequate measures to increase exports. 19. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm: (a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) That the Directors have selected appropriate accounting policies and applied consistently and made judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the loss of the Company for the year ended March 31, 2014. (c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) That the Directors have prepared the annual accounts on a going concern basis. 20. ACKNOWLEDGEMENT Your Board takes this opportunity to thank all the stakeholders for their support and co-operation rendered to the Company during the year under review and to all employees for their enormous contribution to the Company and its subsidiaries. By order of the Board of Directors For UTV Global Broadcasting Limited

Place: Mumbai Anurag Shroff Manas Mati Date: July 29, 2014 Director Director Exhibit ‘A’ STATEMENTS PURSUANT TO SECTION 212 OF THE COMPANIES ACT, 1956, RELATING TO COMPANY’S INTEREST IN SUBSIDIARY COMPANIES AS AT MARCH 31, 2014 S. N. Particulars Genx Entertainment UTV Entertainment Limited Television Limited 1. The financial year of the Subsidiary Companies ended March 31, 2014 March 31, 2014 2. Date from which they became subsidiary June 29,2007 January 16, 2008 3. Shares of the subsidiary held by UTV Global Broadcasting Limited at the end of the financial year as at March 31, 2014: a. Number of shares held 1,09,69,341 equity shares 88,72,152 equity shares of ` 10/- each fully paid of ` 10/- each fully paid b. Extent of holding 100% 100% 4. Net aggregate amount of Profit/ Loss of the subsidiary so far (Amount in ` Million) (Amount in ` Million) as they concern the members of the holding Company: 4a (i) Dealt with in the Holding Company’s accounts: a) For the financial year of the subsidiary 79.47 (708.50) b) For the previous financial year since it become Holding (2,920.74) (3,305.76) Company’s subsidiary 4b (ii) Not dealt with in the Holding Company’s accounts: a) For the financial year of the subsidiary Nil Nil b) For the previous financial year since it become Holding (78.35) (46.30) Company’s subsidiary 52 53 ANNUAL REPORT 2013-14

Exhibit ‘B’

COMPLIANCE CERTIFICATE

CIN: U32300MH2007PLC171337 (11-171337) Authorised capital : ` 3,00,00,000/- Paid up Capital : ` 2,64,42,360/- To, The Members of UTV GLOBAL BROADCASTING LIMITED 1st Floor, Building No. 14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (E), Mumbai - 400 093. We have examined the necessary registers, records, books and papers of UTV GLOBAL BROADCASTING LIMITED (“UGBL”) (‘the Company’) required to be maintained under the Companies Act, 1956 & notified sections of the Companies Act, 2013 read with applicable rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended March 31, 2014. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year. 1. The Company has kept and maintained all registers as stated in Annexure “A” to this certificate, as per the provisions of Act and the rules made there under and entries therein have been duly recorded. 2. The Company has filed the forms and returns as stated in Annexure “B” to this certificate, with the Registrarof Companies, Maharashtra or such other authorities as required under the Act and the rules made there under. 3. The Company being Public Limited Company, hence no comments are required. 4. The Board of Directors duly met 14 (Fourteen) times on: 02.04.2013, 03.04.2013, 10.05.2013, 12.06.2013, 19.07.2013, 14.08.2013 (12:00 noon), 14.08.2014 (05:00 p.m.), 05.09.2013, 16.09.2013, 10.12.2013, 31.12.2013, 10.01.2014, 06.02.2014 and 11.03.2014 respectively, in respect of which proper notices were given and the proceedings were properly recorded, signed and kept in the Minutes Book maintained by the Company. Further resolution was also passed by circulation to board pursuant to Section 289 of the Act on 26.08.2013 in respect of which proper notice along with necessary papers were circulated to all directors in India and the same have been approved by majority of directors. The proceedings of the same were properly recorded, signed and kept in the minute’s book maintained by the Company. 5. The Company, being unlisted Public Limited Company was not statutorily required to close its Register of members, during the period under review. Accordingly the company has not closed its Register of members, during the period under review. 6. The Annual General Meeting of the members for the financial year ended March 31, 2013 was held on September 30, 2013, after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. During the financial year under review, four extra ordinary general meetings were held on 02.04.2013, 14.08.2013, 13.12.2013 and 07.02.2014 in respect of which meetings proper notices were given and the proceedings were properly recorded, signed and kept in the minute’s book maintained by the Company. 8. The Company has not advanced any loan to its director and or persons or firms or companies referred in the Section 295 of the Act, save otherwise than exemptions specified by the Act. 9. As informed to us, during the financial year under review, there were no instances attracting provisions of Section 297 of the Act, save otherwise than exemptions specified by the Act. 10. The Company was not required to make any entries in the register maintained under Section 301 of the Act, as no transaction of that nature occurred during the period under review. 11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, Members or Central Government. 12. The Company has not issued any duplicate certificates during the financial year under review. 53 UTV Global Broadcasting Limited ANNUALANNUAL REPORTREPORT 2013-142013-14

13. The Company : (i) has delivered all certificates on allotment & transfer of securities during the period under review, in accordance with provisions of the Act, however no transmission of security has effected during the period under review; (ii) has not declared any dividend during the financial year. (iii) was not required to post warrants for dividends as no dividend was declared. (iv) was not been required to transfer any amounts to the Investor Education & Protection Fund. (v) has complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. The appointment of Ms. Shalini Sethi and Ms. Shika Kapur as additional director has been duly made. There were no instances of appointments of alternate directors during the period under review. 15. There was no appointment of any Managing Director, Whole-time Director and Manager during the financial year under review. 16. The Company has not appointed any sole-selling agents during the financial year under review. 17. As informed to us, the Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act during the financial year under review. 18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has issued/allotted Equity Share to the UTV Software Communications Limited as under: A) 29,103 Equity shares of ` 10/- each at a premium of ` 10,298/- per shares on 03.04.2013 and; B) 1,97,250 Equity shares of ` 10/- each at a premium of ` 8734.80/- per shares on 14.08.2013 and has complied with the applicable provisions of the Act. 20. The Company has not bought back any shares during the financial year ending March 31, 2014. 21. The Company had issued 7,20,000 share warrants of ` 10 each fully paid to The Walt Disney Company (Southeast Asia) Pte. Limited pursuant to a resolution passed by the Company’s Board of Directors on February 16, 2008. The conversion of the same warrants into equity shares is subjective and did not materialized during the year under review. Further the Company does not have any preference share or debentures and hence no comment is required 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited/accepted any deposits including any unsecured loans falling within the purview of the provisions of Sections 58A and 58AA read with Companies (Acceptance of Deposit) Rules, 1975, during the financial year under review. 24. There were no instances of any borrowing(s) occurred during the financial period ended March 31, 2014. 25. As informed to us, during the financial year under review, investments made by the Company were within the limits of provisions of Section 372A of the Companies Act, 1956. 26. The Company has not altered the provisions of the memorandum with respect to situation of the company’s registered office from one state to another during the financial year under review. 27. The Company has altered the provisions of the memorandum with respect to the objects of the company twice during the financial year under review on 13.12.2013 and 07.02.2014 respectively and the necessary provision of the Act were complied with. 28. The Company has not altered the provisions of the memorandum with respect to name of the company during the financial under review. 29. The Company has not altered the provisions of the memorandum with respect to share capital of the company during the financial year under review. 30. During the financial year under review, the Company has not altered the provisions of its Articles of Association. 31. As informed to us, there was no prosecution initiated against or show cause notices received by the Company for alleged offenses under the Act and no fines and penalties or any other punishment was imposed on the Company during the financial year. 32. The Company has not received any money as security from its employees during the financial year under review. 33. The Company has deposited both employee’s and employer’s contribution to provident fund with prescribed authorities.

SANJAY PARAB & Co. Place: Mumbai Company Secretaries Date: July 29, 2014 ACS No. 6613 C. P. No. 7093

54 5555 ANNUALANNUAL REPORTREPORT 2013-142013-14

ANNEXURE: A

Sr. No. Registers maintained by the Company Under Section 01. Register of Members 150/151 02. Minutes Books of Proceedings of: A. General Meetings: 193 B. Meetings of Board of Directors: 03. Register of Contracts, Companies and firms in which Directors are interested. 301(3) 04. Register of Directors 303 05. Register of Directors’ Shareholding 307 06. Register of Investment / Loan. 372A 07. Register of Share Application & Allotment 75 08 Register of Investment 49 09. Register of Share Transfer Voluntary 10. Register of Warrants Voluntary 11. Register of Charge 143 12. Register and Returns 163

ANNEXURE: B

Sr. E- form No. Purpose SRN No. When filed Whether Filed No. In Time (Y/N) 1 Form 2 Return of allotment of equity share to UTV Software S20744157 04/04/2013 Y Communications Limited 2 Form 23 Registration of Special Resolution for allotment of B71965214 04/04/2013 Y Shares to UTV Software Communications Limited 3 Form 22B Declaration of Beneficial Interest in shares under B72216898 08/04/2013 Y Section 187 C 4 Form 2 Return of allotment of equity share to UTV Software S21840715 14/08/2013 Y Communications Limited 5 Form 23 Registration of Special Resolution for allotment of B82085762 19/08/2013 Y Shares to UTV Software Communications Limited 6 Form 66 Filling of Compliance Certificate with Registrar for Q12546685 07/10/2013 Y F.Y. March 31, 2013 7 Form 32 Appointment of Mrs. Shalini Sethi as an Additional B86158219 08/10/2013 N Director and resignation of Mr. Jignesh Vasant Kenia. 8 Form 23AC/ Balance Sheet and Profit and Loss Account for F.Y Q19285014 29/10/2013 Y ACA-XBRL March 31, 2013. 9 Form 22B Declaration of Beneficial Interest in shares under B88976097 13/11/2013 Y Section 187 C 10 Form 23 Registration of Special Resolution for Alteration of B91778548 18/12/2013 Y Object Clause. 11 Form 23 Registration of Special Resolution for Alteration of B95923025 12/02/2014 Y Object Clause. 12 Form 32 Appointment of Mrs. Shikha Dhiraj Kapur as an B93290450 08/01/2014 Y Additional Director and resignation of Mr. Anand Moorkoth Kandoth. 13 Form 18 Shifting of Registered office. B93687499 14/01/2014 Y

SANJAY PARAB & Co. Place: Mumbai Company Secretaries Date: July 29, 2014 ACS No. 6613 C. P. No. 7093

5555 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

Exhibit ‘C’ Particulars of employees as required under the provision of section 217(2A) of the companies Act, 1956, read with the companies (Particular of Employees) Rules, 1975 and forming part of directors report for the year ended March 31, 2014 Sr. Name Age Designation Qualification Date of Date of Date of Experience in Remuneration No. Birth joining leaving the Company received (`) 1 **M K 47 Managing M.Sc, M.A.M. 1-Jan-67 15-Oct-09 31-Jan-14 4 1,32,01,361 Anand Director - Media Networks, India 2 **Sameer 36 Vice President B.com 21-Feb-78 9-Apr-07 Active 6.1 31,18,334 Ganapathy – Interactive 3 *Gaurav 41 National Head - PGDBM- 1-Sep-73 10-May-07 31-Mar-13 5.1 18,73,170 Saharan Distribution Marketing 4 **Ekta 37 Associate LLB 31-Dec-75 14-May-07 Active 6.3 16,74,320 Kanade Principal Counsel 5 *Ajay Arora 42 Regional Head - PGDBM 24-May-72 21-May-07 31-Mar-13 5.1 10,73,092 Distribution North & Central 6 *Saikat 41 Head - PGDBM - 17-Jun-73 4-Jun-07 31-Mar-13 5.9 8,88,828 Sarkar Operations & Corporate MIS Law & Mgmt 7 *Zeeshan 36 Regional Head B.Com,Dipl - 14-Aug-78 4-Jun-07 31-Mar-13 5.9 6,13,770 Jamal Distribution - UP, Computers, Uttaranchal & Pursuing Hayrana MBA 8 *Snehal 40 Regional Head PGDSMM 20-Apr-74 5-Sep-07 31-Mar-13 5.6 5,51,965 Pavitharan Distribution - (Sales & South Marketing) * The total remuneration received includes full and final settlement sum that was paid in the month of April, 2014 ** With effect from June 1, 2014, Mr. Sameer Ganapathy’s employment was transferred to Indiagames Limited, a fellow subsidiary company of your Company and with effect from July 1, 2014 Mr. M K Anand’s employment was transferred to UTV Entertainment Television Limited, a subsidiary Company of your Company and Ms. Ekta Kanade’s employment was transferred to The Walt Disney Company (India) Private Limited, an affiliate company of your Company, pursuant to which they started getting remuneration from the respective companies as mentioned.

56 57 ANNUAL REPORT 2013-14

INDEPENDENT AUDITORS’ REPORT To the Members of UTV Global Broadcasting Limited

Report on the Financial Statements 1. We have audited the accompanying financial statements of UTV Global Broadcasting Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report. Management’s Responsibility for the Financial Statements 2. The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the “Act”) read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; (b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 7. As required by ‘the Companies (Auditor’s Report) Order, 2003’, as amended by ‘the Companies (Auditor’s Report) (Amendment) Order, 2004’, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 8. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report arein agreement with the books of account; 57 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; (e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act.

For Price Waterhouse & Co., Bangalore Firm Registration No. 007567S Chartered Accountants Uday Shah Mumbai Partner July 29, 2014 Membership No. 046061

Annexure to Independent Auditors’ Report

Referred to in paragraph 7 of the Independent Auditors’ Report of even date to the members of UTV Global Broadcasting Limited on the financial statements as of and for the year ended March 31, 2014 i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. (b) The fixed assets of the Company have been physically verified by the Management during the year.The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account. In our opinion, the frequency of verification is reasonable. (c) In our opinion, the Company has disposed off a substantial part of fixed assets during the year. On the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, in our opinion, the disposal of the said part of fixed assets has not affected the going concern status of the Company. ii. The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions of Clause 4(ii) of the said Order are not applicable to the Company. iii. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (b), (c) and (d) of the said Order are not applicable to the Company. (b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (f) and (g) of the said Order are not applicable to the Company. iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system. v. According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act. vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. vii. The Walt Disney Company (Ultimate Parent Company) has designed management audit system for all of its group companies in India. According to a phased programme designed to cover all significant business process of the Company over a period of 3 years, certain business processes were covered in previous year. However, due to lack of significant operations, management audit is not carried out in the current year. Based on phased program certain significant business processes would be covered during next financial year. Considering the same, in our opinion, the Company has an internal audit system commensurate with its size and the nature of its business.

58 59 ANNUAL REPORT 2013-14

viii. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company. ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues in respect of income tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues including provident fund, investor education and protection fund, employees’ state insurance, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, wealth tax, customs duty and excise duty which have not been deposited on account of any dispute. x. The accumulated losses of the Company did not exceed fifty percent of its net worth as at March 31, 2014 and it has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year. xi. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the Balance Sheet date, the provisions of Clause 4(xi) of the Order are not applicable to the Company. xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company. xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company. xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company. xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company. xvi. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company. xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company. xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company. xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company. xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management.

For Price Waterhouse & Co., Bangalore Firm Registration No. 007567S Chartered Accountants Uday Shah Mumbai Partner July 29, 2014 Membership No. 046061

59 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

Balance Sheet as at March 31, 2014 (All amounts in ` million, unless otherwise stated)

As at As at Note March 31, 2014 March 31, 2013 EQUITY AND LIABILITIES Shareholders’ Funds Share Capital 3 26.44 24.18 Reserves and Surplus 4 8,526.62 6,586.59 Share Warrants (Refer Note 31) 7.20 7.20 8,560.26 6,617.97 Non-Current Liabilities Long-term Provisions 5 - 12.20 - 12.20 Current Liabilities Short-term Borrowings 6 344.00 344.00 Trade Payables 7 109.66 275.76 Other Current Liabilities 8 68.43 307.95 Short-term Provisions 9 - 5.34 522.09 933.05 Total 9,082.35 7,563.22

ASSETS Non-current Assets Fixed Assets 10 Tangible Assets 1.67 8.02 Intangible Assets - 0.09 1.67 8.11 Non-Current Investments 11 8,622.44 6,897.14 Long-term Loans and Advances 12 131.26 111.13 Current Assets Trade Receivables 13 6.54 284.14 Cash and Bank Balances 14 236.49 151.93 Short-term Loans and Advances 15 81.54 38.09 Other Current Assets 16 2.41 72.68 326.98 546.84 Total 9,082.35 7,563.22

The notes are an integral part of these financial statements. This is the Balance Sheet referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Anuraag Shroff Manas Mati Partner Director Director Membership No. 046061

Place: Mumbai Place: Mumbai Date: July 29, 2014 Date: July 29, 2014

60 61 ANNUAL REPORT 2013-14

Statement of Profit and Loss for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated)

Year ended Year ended Note March 31, 2014 March 31, 2013 REVENUE Revenue from Operations (Net) 17 4.30 793.23 Other Income 18 46.26 0.80 Total Revenue 50.56 794.03

EXPENSES Direct Cost 19 12.87 500.24 Employee Benefit Expenses 20 22.77 143.14 Finance Costs 21 36.17 231.77 Depreciation and Amortisation Expenses 22 3.70 9.09 Other Expenses 23 45.05 100.90 Total Expenses 120.56 985.14

Loss before Exceptional Item and Tax (70.00) (191.11) Exceptional Item 32 12.61 -

Loss before tax (82.61) (191.11) Tax Expense Current Tax - - Deferred Tax - 232.87 Loss for the year (82.61) (423.98)

Loss per equity share: [Nominal Value per share: ` 10 27 (2013: ` 10)] Basic/Diluted (in `) (32.13) (190.11)

The notes are an integral part of these financial statements. This is the Statement of Profit and Loss referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Anuraag Shroff Manas Mati Partner Director Director Membership No. 046061

Place: Mumbai Place: Mumbai Date: July 29, 2014 Date: July 29, 2014

61 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

Cash Flow Statement for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated)

Year ended Year ended March 31, 2014 March 31, 2013 A. CASH FLOW FROM OPERATING ACTIVITIES Loss before tax (82.61) (191.11) Adjustments for: Depreciation and Amortisation Expenses 3.70 9.09 Loss on Disposal of Tangible and Intangible Assets 2.75 - Interest Income (20.46) - Interest Expenses 36.17 231.77 Provision for doubtful debts 15.51 39.11 Fixed Assets written off 0.72 2.65 Provision for Gratuity - 6.93 Provision for Compensated Absences - 8.95 Provision no longer required written back (22.19) - Provision for diminution in the value of investments 12.61 - Unrealised foreign exchange (gain)/loss (0.17) 0.05 Operating profit before working capital changes (53.97) 107.44 Adjustments for: Increase/(Decrease) in trade payables (165.95) 161.29 Increase/(Decrease) in liabilities and provisions (27.60) (1.01) (Increase)/Decrease in loans and advances 39.31 1,086.36 (Increase)/Decrease in trade receivables 262.09 (129.00) (Increase)/Decrease in non-current inventories - - Cash generated from/(used in) operations 53.88 1,225.08 Taxes paid (net of refunds) (32.64) (36.24) Net cash generated from/(used in) Operating Activities 21.24 1,188.84 B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of tangible/intangible assets (0.72) (2.65) Interest received 20.46 - Investments made in Subsidiaries/Joint Venture (Net) (1,737.91) (1,210.00) Net cash from Investing Activities (1,718.17) (1,212.65) C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of equity shares 2,024.90 4,306.51 Borrowing/(Repayment of borrowings) (92.96) (3,711.61) Interest paid (150.45) (450.95) Net cash from/(used in) Financing Activities 1,781.49 143.95 Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 84.56 120.14 Cash and cash equivalents at the beginning of the year 151.93 31.79 Cash and cash equivalents at the end of the year 236.49 151.93 As at As at March 31, 2014 March 31, 2013 Cash and cash equivalents comprise of: Cash on hand - 0.05 Balances with Banks 236.49 151.88 Total 236.49 151.93 Notes: 1. The above Cash Flow Statement has been prepared under the Indirect Method set out in Accounting Standard- 3 on Cash Flow Statements. 2. Previous year comparatives have been reclassified to conform with the current year's presentation, wherever applicable. This is the Cash Flow Statement referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Anuraag Shroff Manas Mati Partner Director Director Membership No. 046061

Place: Mumbai Place: Mumbai Date: July 29, 2014 Date: July 29, 2014 62 63 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 1. General Information UTV Global Broadcasting Limited ("UGBL/the Company") was incorporated in India as a Public Limited Company under the Companies Act, 1956 on June 6, 2007. The Company became a subsidiary of UTV Software Communications Limited (“UTV”) with effect from August 8, 2008. The Company provides distribution services to television channels. 2. Summary of significant accounting policies 2.1 Basis of preparation These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to circular 15/2013 dated September 13, 2013 read with circular 08/2014 dated April 4, 2014, till the Standard of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 1956. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non- current classification of assets and liabilities. 2.2 Tangible Assets Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any. Subsequent expenditures related to an item of fixed asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit and Loss. Depreciation is provided based on the following estimated useful lives of fixed assets, on the straight line method. On additions, depreciation is provided for the full month irrespective of the date of addition during the month. On assets discarded, demolished or destroyed during the month, depreciation is calculated upto the month of such deletions. Asset Useful Life (in years) Furniture and Fixtures 10 Plant and Machinery 10 Office Equipments 5 Computers 3 These useful lives are based on estimates approved by the Management. In case of tangible assets, the aforesaid useful lives are lower than the implied lives arrived on the basis of the rates as prescribed under Schedule XIV to the Act. Assets individually costing ` 301,250 (equivalent to USD 5,000) or less are written off to the Statement of Profit and Loss in the year of acquisition without being capitalised. Leasehold Improvements are amortised over the period of lease. 2.3 Intangible Assets Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortised on a straight line basis over their estimated useful lives. The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly. Useful life of intangible asset is stated below: Asset Useful Life (in years) Computer Software 3 Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference 63 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) between the net disposal proceeds and the carrying amount of the asset and recognised as income or expense in the Statement of Profit and Loss. 2.4 Impairment Assessment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. 2.5 Investments Investments that are readily realisable and are intended to be held for not more than one year from the date, on which such investments are made, are classified as current investments. All other investments are classified as long term investments. Current investments are carried at cost or fair value, whichever is lower. Long-term investments are carried at cost. However, provision for diminution is made to recognise a decline, other than temporary, in the value of the investments, such reduction being determined and made for each investment individually. 2.6 Foreign Currency Translation The transactions in foreign exchange are accounted at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities as at the Balance Sheet date are translated at the rate of exchange prevailing at the date of the Balance Sheet. Non-monetary foreign currency items are carried at cost. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss. 2.7 Revenue recognition Subscription income for the distribution of channels is recognised when the services are provided in accordance with the terms of the agreement and for which there is reasonable certainty of ultimate collections. 2.8 Other Income Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. 2.9 Employee Benefits Defined Contribution Plan: The Company contributes on a defined contribution basis to Employees' Provident Fund, Maharashtra Labour Welfare Fund and Employee State Insurance Commission towards post employment benefits, all of which are administered by the respective Government authorities, and has no further obligation beyond making its contribution, which is expensed in the year to which it pertains. Defined Benefit Plan: The Company has a Defined Benefit Plan namely Gratuity (the “Gratuity Plan”) for all its employees. The Company provides for gratuity covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise. Compensated Absences: Accumulated compensated absences, which are expected to be availed within 12 months from the end of the year end are treated as short term employee benefits. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end. Accumulated compensated absences, which are expected to be availed beyond 12 months from the end of the 64 65 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) year end are treated as other long term employee benefits. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/ gains are recognised in the Statement of Profit and Loss in the year in which they arise. 2.10 Current and Deferred Tax Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions. Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets are not recognised in case there is unabsorbed depreciation or carry forward of losses under tax laws, unless there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company reassesses unrecognised deferred tax assets, if any. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws. 2.11 Provisions and Contingent Liabilities Provisions: Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value. Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. 2.12 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the periods in which the results are known/materialize. 2.13 Leases Lease rentals in respect of assets taken on Operating Lease are charged to the Statement of Profit and Loss in terms of the lease agreement. 2.14 Cash and Cash Equivalents In the cash flow statement, cash and cash equivalents includes cash in hand, demand deposits with banks. 2.15 Earnings Per Share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares. 65 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

3. Share Capital As at As at March 31, 2014 March 31, 2013 Authorised: 3,000,000 (March 31, 2013: 3,000,000) equity shares of ` 10 each 30.00 30.00 Issued, Subscribed and Paid up: 2,644,236 (March 31, 2013: 2,417,883) equity shares of ` 10 each, fully paid-up 26.44 24.18 Total 26.44 24.18

(a) Reconciliation of Number of Shares Equity Shares: As at As at March 31, 2014 March 31, 2013 Numbers Amount Numbers Amount Balance at the beginning of the year 24,17,883 24.18 20,00,100 20.00 Add: Shares issued during the year 2,26,353 2.26 4,17,783 4.18 Balance as at the end of the year 26,44,236 26.44 24,17,883 24.18

(b) Rights, preferences and restrictions attached to Equity shares: The Company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

(c) Details of shares held by the Holding Company and Intermediate holding company/shareholders holding more than 5% of the aggregate shares in the Company: Equity Shares: As at As at March 31, 2014 March 31, 2013 Numbers Amount Numbers Amount UTV Software Communications Limited, the Holding Company and its nominees 23,44,236 23.44 21,17,883 21.18 (88.65%) (87.59%) The Walt Disney Company (Southeast Asia) Pte. Limited, 3,00,000 3.00 3,00,000 3.00 the Intermediate Holding company (11.35%) (12.41%)

4. Reserves and Surplus As at As at March 31, 2014 March 31, 2013 Securities Premium Account 7,863.35 3,561.02 Add: Amounts received pursuant to issue of 2,26,353 equity shares of ` 10 each. 2,022.64 4,302.33 29,103 Shares at a premium of ` 10,298 per share and 197,250 Shares at a premium of ` 8,734.80 per share (March 31, 2013: 417,783 shares at a premium of ` 10,298 per share) [Also refer Note 3 (a)] Balance as at the end of the year 9,885.99 7,863.35 Deficit in Statement of Profit and Loss Balance as at the beginning of the year (1,276.76) (852.78) Loss for the year (82.61) (423.98) Balance as at the end of the year (1,359.37) (1,276.76) Total 8,526.62 6,586.59

66 67 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

5. Long-term Provisions As at As at March 31, 2014 March 31, 2013 Provision for employee benefits: [Refer Notes 20(b) and 20(c)] Provision for Gratuity - 3.03 Provision for Compensated Absences - 9.17 Total - 12.20

6. Short-term Borrowings [Refer Note 28 (b) (iii)] As at As at March 31, 2014 March 31, 2013 Unsecured: Loan from holding company 344.00 - Loan from fellow subsidiary company - 344.00 Total 344.00 344.00

7. Trade Payables As at As at March 31, 2014 March 31, 2013 Trade Payables (Refer Note 30) - Payable to Subsidiaries 78.55 232.97 - Others 31.11 42.79 Total 109.66 275.76

8. Other Current Liabilities As at As at March 31, 2014 March 31, 2013 Current maturity of long term debt - 92.96 Interest accrued and due on borrowings 57.02 171.29 Income received in advance - 0.56 Advance from customers 2.41 1.53 Employee Benefits payable - 7.57 Statutory dues (including Provident Fund and Tax Deducted at Source) 3.62 29.09 Other liabilities 5.38 4.94 Total 68.43 307.95

9. Short-term Provisions As at As at March 31, 2014 March 31, 2013 Provision for employee benefits: (Refer Notes 20(b) and 20(c)) Provision for Gratuity - 3.81 Provision for Compensated Absences - 1.53 Total - 5.34

67 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14 0.51 0.51 0.64 0.43 0.09 0.09 3.93 8.02 2.26 0.25 2013 March 31, 31, March - - - - - Net Block 0.43 0.08 0.09 8.02 1.67 1.16 2014 March 31, ------0.47 0.47 0.60 1.07 22.97 22.97 15.06 2014 March 31, - - - 7.87 7.87 1.18 1.18 6.80 0.20 9.50 15.10 15.10 15.10 25.55 Disposals - 0.37 0.37 0.39 3.66 0.60 0.04 0.04 8.45 0.04 2.26 0.64 year For the For Depreciation/Amortisation - 7.51 7.51 7.24 7.24 0.16 0.16 1.18 1.18 6.88 22.97 22.97 14.42 14.42 14.52 14.52 15.06 15.06 15.06 2013 April 1, - - - - - 2.74 2.74 0.55 0.43 1.76 30.99 15.15 2014 March 31, - - - 0.41 0.41 8.15 8.15 3.35 9.50 6.84 15.15 15.15 28.25 Disposals ------Gross Block Additions ) 7.39 7.39 0.41 0.41 8.15 8.15 5.11 5.11 0.43 9.50 15.15 15.15 15.15 30.99 30.99 2013 April 1, tatements Refer Notes 2.2, 2.3 and 2.4 Notes ( Refer ` million, unless otherwise stated) Computers Computers Total Total Office Equipments Intangible Assets (Own Assets) Software Computer Total 2013 31, March Freehold Land Freehold 2013 31, March Furniture and Fixtures Furniture Plant and Machinery Tangible Assets (Own Assets) Tangible Leasehold Improvements Fixed Assets Fixed Particulars S to the F inancial N otes (All amounts in 10. 68 69 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

11. Non-current Investments (Refer Note 2.5) As at As at March 31, 2014 March 31, 2013 Trade Investments (Valued at cost) Unquoted equity instruments Investment in subsidiaries: 8,872,152 [March 31, 2013: 8,652,450] Equity shares of ` 10 each fully paid 4,791.61 4,512.70 held in UTV Entertainment Television Limited 10,969,341 [March 31, 2013: 9,544,430] Equity shares of ` 10 each fully paid 3,830.44 2,384.44 held in Genx Entertainment Limited Investment in Joint Ventures: 1,300,000 [March 31, 2013: Nil] Equity shares of ` 10 each held in Indiacast 0.39 - UTV Media Distribution Private Limited [Net of Provision for other than temporary diminution aggregating to ` 12.61 million] (Refer Note 32) Total 8,622.44 6,897.14

12. Long-term Loans and Advances As at As at March 31, 2014 March 31, 2013 Unsecured and considered good (unless otherwise stated): Security Deposits 1.96 14.46 Other Loans and Advances - Advance Income Tax [Net of provision of ` Nil] 129.30 96.67 (March 31, 2013: ` Nil)] Total 131.26 111.13

13. Trade Receivables As at As at March 31, 2014 March 31, 2013 Unsecured, considered good Outstanding for a period exceeding 6 months from the date they are due for payment - - Others 6.54 284.14 Unsecured, considered doubtful Outstanding for a period exceeding 6 months from the date they are due for payment 91.21 32.88 Others 2.10 44.92 99.85 361.94 Less: Provision for doubtful debts 93.31 77.80 Total 6.54 284.14

14. Cash and Bank Balances As at As at March 31, 2014 March 31, 2013 Cash and Cash equivalents Cash on hand - 0.05 Bank balances: - In current accounts 16.09 151.88 - Term deposits with maturity less than 3 months 220.40 - Total 236.49 151.93 69 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

15. Short-term Loans and Advances As at As at March 31, 2014 March 31, 2013 Unsecured and considered good, unless otherwise stated: Advances recoverable in cash or in kind 0.10 7.11 Security Deposits 11.99 - Receivable from related parties 50.10 11.48 Prepaid expenses - 1.42 Balance with Excise and Customs Authorities 19.35 18.08 Total 81.54 38.09

16. Other Current Assets As at As at March 31, 2014 March 31, 2013 Interest Accrued on Deposits 2.41 - Unbilled revenue - 72.68 Total 2.41 72.68

17. Revenue from Operations (Net) Year ended Year ended March 31, 2014 March 31, 2013 Subscription Revenue (Refer Note 2.7) 4.30 793.23 Total 4.30 793.23

18. Other Income Year ended Year ended March 31, 2014 March 31, 2013 Interest income 20.46 - Gain on foreign currency transactions and translations 0.78 0.69 Liability written back to the extent no longer required 22.19 - Interest on Advance given to Staff 2.01 - Miscellaneous Income 0.82 0.11 Total 46.26 0.80

19. Direct Cost Year ended Year ended March 31, 2014 March 31, 2013 License Fees 3.71 479.56 Distributor Commission 9.10 14.65 Telecast and uplinking fees 0.06 6.03 Total 12.87 500.24

20. Employee Benefit Expenses Year ended Year ended March 31, 2014 March 31, 2013 Salaries, Allowances and Bonus 20.74 128.08 Contribution to Provident Fund and other funds [Refer Note (a) below] 0.93 5.27 Gratuity [Refer Note (b) below] - 6.94 Staff Welfare Expenses [Net of Recoveries of ` 2.50 Million (Previous Year ` Nil)] 1.10 2.85 Total 22.77 143.14 * During the year the Company has transferred its employees to group companies. Accordingly there is no provision for employee benefits as on year end. 70 71 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

(a) Defined Contribution Plans Amount recognised in Statement of Profit and Loss March 31, 2014 March 31, 2013 Provident Fund 0.92 5.26 Contribution to Maharashtra Labour Welfare Fund - * - * Contribution to Employee State Insurance Commission 0.01 0.01 Total 0.93 5.27 * Amount is below the rounding off norm adopted by the company.

(b) Defined Benefit Plans The Company provides long-term benefits in the nature of Gratuity to its employees. (i) Present Value of Defined Benefit Obligation Gratuity (Non-Funded) March 31, 2014 March 31, 2013 Balance at the beginning of the year 6.84 4.84 Interest Cost - 0.41 Current Service Cost - 0.69 Benefits Paid - (4.94) Actuarial (Gain)/Loss (6.84) 5.84 Balance at the close of the year - 6.84

(ii) Fair Value of Plan Assets March 31, 2014 March 31, 2013 Balance at the beginning of the year - Expected return on plan assets - - Actuarial gain/(loss) - - Benefits Paid - - Contributions by employer - - Balance at the close of the year - -

(iii) Assets and Liabilities recognised in the Balance Sheet March 31, 2014 March 31, 2013 Present Value of Defined Benefit Obligation - 6.84 Less: Fair Value of Plan Assets - - Amount recognised as liability * - 6.84 * Recognised under Long-Term Provision (Refer Note 6) - 3.03 Short-Term Provision (Refer Note 9) - 3.81 Total - 6.84

(iv) Expense recognised in Statement of Profit and Loss March 31, 2014 March 31, 2013 Current Service Cost - 0.69 Interest Cost - 0.41 Expected return on plan assets - - Actuarial (Gain)/Loss (6.84) 5.84 Total Expenses (6.84) 6.94

71 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

(v) Actuarial Assumptions March 31, 2014 March 31, 2013 Per Annum Per Annum Discount Rate - 8.50% Salary Growth Rate - 7.00% The discount rates reflects the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligations. The estimates of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority, promotions and other relevant factors, such as demand and supply in the employment market.

(vi) Amounts recognised in current year and previous four years March 31, March 31, March 31, March 31, March 31, 2014 2013 2012 2011 2010 Defined Benefit Obligation - 6.84 4.84 2.17 0.89 Plan Assets - - - - - (Surplus)/Deficit - 6.84 4.84 2.17 0.89 Experience adjustment in plan liabilities 5.75 0.44 0.61 (0.01) Experience adjustment in plan assets - - - - -

(c) The liability for Compensated absences (Non-Funded) is ` Nil Million (March 31, 2013: ` 10.70 million) recognised under- March 31, 2014 March 31, 2013 Long-Term Provision (Refer Note 6) - 9.17 Short-Term Provision (Refer Note 9) - 1.53 Total - 10.70

21. Finance Costs Year ended Year ended March 31, 2014 March 31, 2013 Interest on long-term borrowings 36.17 156.46 Interest on other borrowings - 67.23 Discount on Commercial Paper amortised - 4.77 Other borrowing cost - 3.31 Total 36.17 231.77

22. Depreciation and Amortisation Expenses Year ended Year ended March 31, 2014 March 31, 2013 Depreciation on Tangible assets 3.66 8.45 Amortisation of Intangible assets 0.04 0.64 Total 3.70 9.09

72 73 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

23. Other expenses Year ended Year ended March 31, 2014 March 31, 2013 Rent [Net of Recoveries of ` 30.50 Million (Previous Year ` 28.77 Million)] 2.57 3.15 Rates and taxes 8.07 7.14 Electricity Charges [Net of Recoveries of ` 4.80 Million (Previous Year ` 3.63 Million)] 0.46 0.77 Insurance 1.60 1.40 Repairs - others [Net of Recoveries of ` 8.48 Million (Previous Year ` Nil)] 4.20 10.85 Printing and Stationery 0.13 0.49 Postage and Freight 1.47 2.70 Legal and professional fees 1.90 16.50 Payment to Auditors - Audit fees 0.60 0.60 Travel, Conveyance and Accommodation 2.94 5.90 Fixed Assets written off (Refer note below) 0.72 2.65 Loss on Disposal of Tangible and Intangible Assets 2.75 - Provision for doubtful debts 15.50 39.11 Central Support expenses 0.03 4.86 Miscellaneous expenses [Net of Recoveries of ` 2.98 Million (Previous Year ` Nil)] 2.11 4.78 Total 45.05 100.90 Note: In accordance with the policy of the Company to write-off assets individually costing ` 301,250 (equivalent to USD 5,000) or less as stated in Note 2.2, Computers aggregating ` 0.72 Million (Previous Year: ` 2.65 Million) have been written off to the Statement of Profit and Loss without being capitalised.

24. Expenditure in Foreign Currency Year ended Year ended March 31, 2014 March 31, 2013 Distributor Commission 7.58 4.04 Other Expenses 0.51 2.96 Total 8.09 7.00

25. Earnings in Foreign Currency Year ended Year ended March 31, 2014 March 31, 2013 Subscription Income 15.27 43.17

26. Segment Reporting The Company is mainly engaged in "Broadcasting business" which is considered the only reportable business segment as per Accounting Standard – AS 17 “Segment Reporting”. Geographical segment is considered based on sales within India and outside India. However, as per Para 48 of AS 17, the segment revenue/ assets by geographical location does not fall within the criteria setout therein and therefore geographical segment information has not been given in the financial statements.

73 UTV Global Broadcasting Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

27. Loss Per Share Year ended Year ended March 31, 2014 March 31, 2013 Basic & Diluted Loss after tax (82.61) (423.98) Loss attributable to equity shareholders (82.61) (423.98) Weighted average number of equity shares outstanding at the year end (Nos.) (for Basic/Diluted EPS) 2,571,121 2,230,167 Loss per share (Basic/Diluted) (`) (32.13) (190.11) Nominal value of shares (`) 10.00 10.00

28. Related Party Transactions (a) Names of related parties and nature of relationship: (i) Ultimate Holding Company: The Walt Disney Company * All the Global and other entities under the common control of The Walt Disney Company which do not have any transactions with the Company during the year are not disclosed here. (ii) Intermediate Holding Company: The Walt Disney Company (Southeast Asia) Pte. Limited (iii) Holding Company: UTV Software Communications Limited (iv) Subsidiaries of the Company: UTV Entertainment Television Limited Genx Entertainment Limited (v) Fellow Subsidiaries of the Company: Indiagames Limited UTV New Media Limited First Future Agri & Developers Limited (Merged with UTV Software Communications Limited w.e.f. April 1, 2013) The Walt Disney Company (India) Private Limited (vi) Joint Venture Indiacast UTV Media Distribution Private Limited (w.e.f. April 1, 2013) (vii) Key Management Personnel: Managing Director: M. K. Anand (upto December 31, 2013) Directors: Anuraag Shroff Jignesh Kenia (upto July 19, 2013) Shalini Sethi (from July 19, 2013) Shikha Kapur (upto April 30, 2014) Manas Mati (from April 30, 2014)

74 75 ANNUAL REPORT 2013-14 ------Year ended Year March 31, 2013 31, March ------Joint Venture Joint 13.00 Year ended Year March 31, 2014 ------2.13 2.13 2.36 Year ended Year March 31, 2013 31, March ------1.01 Fellow Subsidiaries Fellow Year ended Year March 31, 2014 ------0.30 8.20 20.89 171.74 171.74 417.26 417.26 305.98 725.80 2,047.00 2,047.00 3,257.00 3,257.00 1,496.50 1,496.50 Year ended Year March 31, 2013 31, March ------9.68 9.64 Subsidiaries Subsidiaries 10.74 10.74 29.05 15.70 278.91 278.91 1,446.00 Year ended Year March 31, 2014 ------2.90 5.39 155.93 155.93 2,924.61 2,924.61 4,306.51 4,306.51 Year ended Year March 31, 2013 31, March ------7.87 7.87 1.74 1.74 36.17 36.17 92.96 Holding Company Holding Company 2,024.91 2,024.91 Year ended Year March 31, 2014 tatements ` million, unless otherwise stated) Reimbursement of Expenses by of Expenses Reimbursement Limited UTV Entertainment Television Share of Common Expenses Recharged by Recharged of Common Expenses Share UTV Software Limited Communications UTV Entertainment Television Limited UTV Entertainment Television The Walt Disney Company (India) Private Limited Private (India) Company Disney Walt The Share of Common Expenses Recharged to Recharged of Common Expenses Share Company Disney Walt The UTV Software Limited Communications Genx EntertainmentGenx Limited UTV Entertainment Television Limited UTV Entertainment Television UTV Limited Media New Subscription income to EntertainmentGenx Limited UTV Entertainment Television Limited UTV Entertainment Television Unsecured to repaid Loan UTV Software Limited Communications Unsecured by repaid Loan EntertainmentGenx Limited UTV Entertainment Television Limited UTV Entertainment Television Interest Charged by UTV Software Limited Communications Issue of Equity Shares of Equity Issue UTV Software Limited Communications Investment in Equity Shares of Shares in Equity Investment EntertainmentGenx Limited UTV Entertainment Television Limited UTV Entertainment Television Indiacast UTV Limited Private Distribution Media Redemption of Preference Shares of Preference Redemption EntertainmentGenx Limited UTV Entertainment Television Limited UTV Entertainment Television S to the F inancial N otes (All amounts in the year during (b) Transactions 75 UTV Global Broadcasting Limited ANNUALANNUAL REPORTREPORT 2013-142013-14 ------378.4 Million 378.4 Year ended Year ` March 31, 2013 31, March ------Joint Venture Joint Year ended Year March 31, 2014 - - - - - 2.12 2.12 378.40 378.40 Year ended Year March 31, 2013 31, March ------0.92 Fellow Subsidiaries Fellow Year ended Year March 31, 2014 - - - - - 46.92 175.19 175.19 Year ended Year March 31, 2013 31, March - - - - - Subsidiaries Subsidiaries 14.92 51.45 117.78 Million) 117.78 towards perquisite value on the Employee Stock Option Plan of UTV Software ` Year ended Year March 31, 2014 ------233.85 148.45 148.45 Nil (March 31, 2013: 2012-13 Year ended Year ` March 31, 2013 31, March ------12.16 393.85 Holding Company Holding Company 2013-14 Year ended Year March 31, 2014 tatements ` million, unless otherwise stated) Communications Limited exercised by him which were granted to him in the year 2010. year him in the to granted him which were by exercised Limited Communications of payable amount the Accordingly, Limited. UTV Communications Softwarewith merged been has Limited Developers and Agri Future First 2013 1, April from effect With UTV . to year current in the Software payable amount in the is included Limited Communications year previous in the Limited Agri Developers and First Future to payable The managerial remuneration paid to Mr. M. K. Anand has been approved by the Remuneration Committee on March 16, 2012 and by shareholders on April 12, 2012. shareholders April 12, 2012. on and by 2012 16, March on Committee Remuneration the by approved M. K. Anand has been Mr. paid to remuneration managerial The The managerial remuneration paid to M. K. Anand includes Notes: Notes: Remuneration (iii) - M. K. Anand (Refer note (i) and (ii) below) (i) and note - M. K. Anand (Refer (i) (ii) Outstanding (Net) Balances to Payable UTV Software Limited Communications First Future Agri and Developers Limited (Refer (iii) below) note Genx EntertainmentGenx Limited UTV Entertainment Television Limited UTV Entertainment Television The Walt Disney Company (India) Private Limited Private (India) Company Disney Walt The Receivable from Receivable EntertainmentGenx Limited UTV Limited Media New S to the F inancial N otes (All amounts in 76 7777 ANNUALANNUAL REPORTREPORT 2013-142013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

29. Leases As a lessee - Operating Lease The Company has operating leases for premises. These lease arrangements range for a period between 11 months and 3 years, which include both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses. Year ended Year ended March 31, 2014 March 31, 2013 With respect to all operating leases: Lease payments recognised in the Statement of Profit and Loss during the year 33.07 31.92

With respect to non-cancellable operating leases, the future minimum lease payments are as follows: Year ended Year ended March 31, 2014 March 31, 2013 Not Later than one year - 33.05 Later than one year and not later than five year - 13.50 Later than five year - -

30. Dues to micro and small enterprises There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding as at March 31, 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined on the basis of information available with the Company.

31. 720,000 share warrants of ` 10 each fully paid have been issued by the company to The Walt Disney Company (Southeast Asia) Pte. Limited pursuant to a resolution passed by the Company’s Board of Directors on February 16, 2008. The conversion of the warrants shall be subject to the terms and conditions set out in the shareholder agreement between the company and the warrant holder.

32. During current year, the Company had invested ` 13 Million in joint venture of Indiacast UTV Media Distribution Private Limited for distribution of television channels. As a consequence of changes in TRAI regulation in February 2014, management of the Company has decided to curtail operation of joint venture company and undertook review of its investments. Accordingly the Company has recognized provision of ` 12.61 Million for other than temporary diminution in value of investments.

33. Previous Year Figures The previous year’s figures have been reclassified, wherever considered necessary, to conform to current year’s classfication.

The notes are an integral part of these financial statements

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Anuraag Shroff Manas Mati Partner Director Director Membership No. 046061

Place: Mumbai Place: Mumbai Date: July 29, 2014 Date: July 29, 2014

7777 Genx Entertainment Limited ANNUAL REPORT 2013-14

ANNUAL REPORT OF Genx Entertainment Limited FOR FINANCIAL YEAR 2013-14

78 79 ANNUAL REPORT 2013-14

DIRECTORS’ REPORT

Dear Members, Your Directors take pleasure in presenting the Eighth Annual Report along with audited Balance Sheet and Profit & Loss Account on the operations of your Company for the financial year ended March 31, 2014. Your Company continues to be a wholly owned subsidiary of UTV Global Broadcasting Limited. 1. FINANCIAL HIGHLIGHTS (Amount in ` Million) Particulars As at As at March 31, 2014 March 31, 2013 INCOME

Revenue from operations (Net) 1280.21 1092.44 Other Income 3.35 0.27 Total Income 1283.56 1092.71 EXPENDITURE Direct Cost 711.99 1048.58 Employee Benefit Expenses 201.95 203.92 Finance costs 54.50 81.60 Depreciation and Amortisation Expenses 4.09 9.50 Other Expenses 231.56 237.55 Total Expenditure 1204.09 1581.16 PROFIT / (LOSS) BEFORE TAX 79.47 (488.45) Less: Provision for Taxation - Current Tax 6.66 MAT Credit Entitlement (6.66) PROFIT / (LOSS) FOR THE YEAR 79.47 (488.45) 2. BUSINESS OVERVIEW The Company owns and operates two channels namely “bindass” and “UTV Action”. bindass, the youth entertainment channel caters to Adults 15-24 years in SEC A and B across Hindi speaking 1mn+ towns. The channel has made its way to the No.2 position and has beaten the old timers through various innovative show concepts and brand led activations. In this financial year, bindass successfully telecasted the fourth season of ‘Emotional Atyachaar’ and launched two new shows ‘Yeh Hai Aashiqui’ and ‘Halla Bol’ which majorly helped the channel GRPs to improve from 36 to 47. bindass rolled out a new brand campaign “b for change” which is an initiative for the youth to make a difference in society, bindass also started a marketing initiative ‘Dream Start’ which gives a chance to intern at one of India’s leading movie studios - UTV Motion pictures. UTV Action has found success with a multitude of engaging Action movies from Hollywood, Bollywood and South regional cinema, presented in Hindi. The channel pioneered the sub-genre of Action and continues to enjoy patronage of loyal audiences. During the year, UTV Action has grown steadily in viewership and now trends at 37 GRPs. 3. DIVIDEND In order to conserve the resources to augment future growth, your directors do not recommend any dividend for the financial year 2013-14. 4. DIRECTORS During the year under review, there has been no change in constitution of the Board of Directors of the Company. Ms. Amrita Pandey, director of the Company, retire by rotation in the ensuing Annual General Meeting and being eligible, offer herself for re-appointment. The Board recommends her reappointment. 5. AUDIT CUM NOMINATION AND REMUNERATION COMMITTEE The Company has an adequately qualified Audit Committee. As on March 31, 2014 the committee comprises Ms. Amrita Pandey, Mr. Deven Khote and Ms. Zarina Screwvala as members. 79 Genx Entertainment Limited ANNUAL REPORT 2013-14

With effect from April 1, 2014 Audit Committee has been re-designated as Audit cum Nomination and Remuneration Committee with three directors viz., Ms. Amrita Pandey, Mr. Deven Khote and Ms. Zarina Screwvala as members of the Committee. The current charter of the Audit cum Nomination and Remuneration Committee, after such amendment, is in line with the regulatory requirements mandated by Companies Act, 2013. The Audit cum Nomination and Remuneration Committee primarily recommends appointment, remuneration and terms of appointment of auditors of the Company, review auditors independence, examine financial statement and auditors report, scrutinize inter-corporate loans and investments, monitor end use of funds, oversee composition of remuneration payable to directors, establish Vigil Mechanism and such other functions as may be entrusted by the Board 6. AUDITORS M/s. Price Waterhouse & Co., Chartered Accountants, the present statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them as the statutory auditors of the Company until the conclusion of the next Annual General Meeting. M/s. Price Waterhouse & Co., (Bangalore – FRN 007567S) have under section 139 of the Companies Act, 2013 and the Rules made thereunder furnished the certificate of their eligibility for re-appointment. 7. AUDITORS REPORT The Auditors report to the shareholders does not contain any qualification. However, as regards to Auditors qualification in the Auditors report, of even date, the Board has to offer the following clarifications: As at March 31, 2014, the net worth of the Company has substantially eroded mainly due to accumulated losses of past years. During the year, company has made a profit and has a future business plan in place. With infusion of capital during the year the overall net worth is positive. 8. CHANGE OF REGISTERED OFFICE ADDRESS OF THE COMPANY With effect from January 10, 2014 the registered office of your Company has been shifted from 7th Floor, Building No. 11, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093 to 1st Floor, Building No. 14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093. 9. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. Your Company has always believed in providing a safe and harassment free workplace for every individual at workplace. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. A policy on Prevention of Sexual Harassment at Workplace was released during the last financial year. The policy aims to provide protection against sexual harassment at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. An Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment. During the year ended March 31, 2014 no complaint pertaining to sexual harassment was received by the Company. 10. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY The existing Articles of Association (“AOA”) of the Company are based on the Companies Act, 1956 and many of the articles of existing AOA contains references to specific sections of the Companies Act, 1956 and some regulations in the existing AOA are no longer in conformity with the new Companies Act, 2013.Hence, with the new Companies Act, 2013 coming into force and considering most of the sections under the Companies Act, 2013 been notified by the Ministry of Corporate Affairs, it is considered expedient to replace existing AOA by adopting new set of AOA. The Board of Directors of the Company at their meeting held on July 25, 2014 proposed adoption of new set of AOA, subject to approval of the members. Your approval is sought for adoption of new set of AOA vide respective resolution set out in the accompanying notice of Annual General Meeting. 11. FIXED DEPOSIT Your company has neither accepted nor renewed any fixed deposit during the year under review. 12. SECRETARIAL COMPLIANCE REPORT In accordance with the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained “Secretarial Compliance Certificate” from a Practicing Company Secretary “M/s. Sanjay Parab & Co”, Mumbai and same forms part of this Directors’ Report, enclosed as Exhibit ‘A’. 80 81 ANNUAL REPORT 2013-14

13. PARTICULARS OF EMPLOYEES Particular of employees required to be furnished under section 217(2A) of the Companies Act, 1956 (‘the old Act’) and corresponding section 197 of the Companies Act, 2013 (‘the new act’) and rules thereunder, form part of this report and enclosed as Exhibit ‘B’. 14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO In terms of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:  Conservation of Energy: Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels and the company has taken adequate measures to reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioners are used only when required. Further the company has spread awareness among the employees on the need to conserve energy which is well adopted by the employees.  Research & Development (R&D): The Company is a broadcasting Company in the Media and Entertainment Industry and carries out research and innovation in creating content in various segments of entertainment as part of its regular ongoing business.  Technology Absorption, Adaptation and Innovation Your Company keeps innovating, takes all measures necessary to absorb and adapt latest technology.  Foreign Exchange Earnings and Outgo: (` in million) Particulars 2013-2014 2012-2013 Earnings in foreign Currency 10.74 10.91 Expenditure in foreign Currency: 193.13 118.30 15. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm: (a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) That the Directors have selected appropriate accounting policies and applied consistently and made judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the profit of the Company for the year ended March 31, 2014. (c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) That the Directors have prepared the annual accounts on a going concern basis. 16. ACKNOWLEDGEMENT Your Board takes this opportunity to thank all the stakeholders for their support and co-operation rendered to the Company during the year under review.

By order of the Board of Directors For Genx Entertainment Limited

Place: Mumbai Amrita Pandey Date: July 25, 2014 Whole Time Director

81 Genx Entertainment Limited ANNUAL REPORT 2013-14

Exhibit ‘A’

COMPLIANCE CERTIFICATE

CIN: U92142MH2007PLC167974 (11-167974) Authorised Capital : ` 25,00,00,000/- Paid up Capital : ` 10,96,93,410/- To, The Members of GENX ENTERTAINMENT LIMITED 1st Floor, Building No.14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai - 400 093. We have examined the necessary registers, records, books and papers of GENX ENTERTAINMENT LIMITED (‘the Company’) required to be maintained under the Companies Act, 1956 and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended March 31, 2014. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year. 1. The Company has kept and maintained all registers as stated in Annexure “A” to this certificate, as per the provisions of Act and the rules made there under and entries therein have been duly recorded. 2. The Company has filed the forms and returns as stated in Annexure “B” to this certificate, with the Registrarof Companies, Maharashtra or such other authorities as required under the Act and the rules made there under. 3. The Company being public limited Company, hence no comments are required. 4. The Board of Directors duly met 14 (Fourteen) times on: 13.05.2013, 26.06.2013, 16.07.2013, 19.07.2013, 06.08.2013, 14.08.2013, 14.08.2013, 26.08.2013, 04.09.2013, 16.09.2013, 23.09.2013, 10.12.2013, 10.01.2014, and 11.03.2014 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded and signed and kept in the Minutes Book maintained for the purpose. Further the meeting of Audit Committee of Board was held on 04.09.2013 in respect of which meeting, proper notice was given and the proceedings were properly recorded and signed and kept in the Minutes Book maintained for the purpose. 5. The Company, being unlisted public limited Company was not statutorily required to close its Register of members, during the period under review. Accordingly the Company has not closed its Register of members, during the period under review. 6. The Annual general meeting for the financial year ended on March 31, 2013 was held on September 30, 2013 after giving due notice to the members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. During the financial year under review, 1 (One) Extra Ordinary General Meeting was held on 14.08.2013 in respect of which meeting proper notice was given and the proceedings were properly recorded and signed in the minute’s book maintained for the purpose. 8. The Company has not advanced any loan to its director and or persons or firms or Companies referred in the Section 295 of the Act, save otherwise than exemptions specified by the Act. 9. As informed during the financial year under review, there were no instances attracting provisions of Section 297 of the Act, save otherwise than exemptions specified by the Act. 10. The Company was not required to make any entry in the register maintained under Section 301 of the Act, as no instance of such nature occurred during the period under review. 11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, Members or Central Government. 12. The Company has not issued any duplicate certificates during the financial year under review. 13. The Company : (i) has delivered all certificates on allotment & transfer of securities during the period under review, in accordance with provisions of the Act, however no transmission of security has effected during the period under review. 82 83 ANNUAL REPORT 2013-14

(ii) has not declared any dividend during the financial year. (iii) was not required to post warrants for dividends as no dividend was declared. (iv) was not been required to transfer any amounts to the Investor Education & Protection Fund. (v) has complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. Appointment of Mr. Amrita Pradeepkumar Pandey as additional director has been duly made. There were no instances of appointment of alternate director(s), during the year under review. 15. Pursuant to Section 269 of the Companies Act, 1956, the appointment of Mr. Amrita Pradeepkumar Pandey as a Whole Time Director without remuneration was duly made. Expect above, there were no instances of appointment of Managing Director or Manager during the financial year under review. 16. The Company has not appointed any sole-selling agents during the financial year under review. 17. As informed to us, the Company was not required to obtain any approval of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act during the financial year under review. 18. The directors have disclosed their interest in other firms/Companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has issued and allotted 14,24,911 equity share of ` 10/- each at a premium of ` 1,004.80/- to the UTV Global Broadcasting Limited during the period under review and has complied with the provisions of Act. 20. The Company has not bought back any shares during the financial year ending March 31, 2014. 21. The Company has not issued any preference shares / debentures during the year under review and hence no comments required. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited/ accepted any deposits including any unsecured loans falling within the purview of the provisions of Sections 58A, 58AA read with companies (Acceptance of Deposit) Rules, 1975 during the financial year under review. 24. There were no instances of any borrowing(s) occurred during the financial period ended March 31, 2014. 25. During the financial year under review, there were no instances attracting provisions of section 372A of the Companies Act, 1956. 26. The Company has not altered the provisions of the memorandum with respect to situation of the company’s registered office from one state to another during the financial year under review. 27. The Company has not altered the provisions of the memorandum with respect to the objects of the Company during the financial year under review. 28. The Company has not altered the provisions of the memorandum with respect to name of the Company during the financial under review. 29. The Company has not altered the provisions of the memorandum with respect to share capital of the company, during the financial year under scrutiny. 30. During the financial year under review, the Company has not altered the provisions of its Articles of Association. 31. As informed to us, there were no instances of prosecution initiated against or show cause notices received by the Company for alleged offenses under the Act and no fines and penalties or any other punishment was imposed on the Company during the financial year. 32. The Company has not received any money as security from its employees during the financial year under review. 33. The Company has deposited both employee’s and employer’s contribution to provident fund with prescribed authorities.

SANJAY PARAB & Co. Place: Mumbai Company Secretaries Date: July 25, 2014 FCS No. 6613 C. P. No. 7093

83 Genx Entertainment Limited ANNUAL REPORT 2013-14

Annexure ‘A’ Sr. No. Registers maintained by the Company Under Section 01. Register of Members 150 02. Minutes Books of Proceedings of: A. General Meetings: 166 B. Meetings of Board of Directors: 193 C. Meetings of Audit Committee: 292A 03. Register of Contracts, Companies and firms in which Directors are interested. 301(3) 04. Register of Directors 303 05. Register of Directors’ Shareholding 307 06 Register of Charges 143 07 Register and Returns 163 08. Register of Transfer Voluntary 09. Register of Share Application & Allotment Voluntary Annexure: B Sr. E- form No. Purpose SRN No. When filed Whether filed No in Time (Y/N) 1 Form 25C Filling of Return of Appointment of Mrs. Amrita Pandey as B82334608 22/08/2013 Y Whole Time Director 2 Form 22B Declaration of Beneficial Interest in shares under Section 187 C B72210487 08/04/2013 Y 3 Form 22B Declaration of Beneficial Interest in shares under Section 187 C B88900204 12/11/2013 Y 4 Form 32 Appointment of Mrs. Amrita Pandey as Additional Director and B74881822 14/05/2013 Y Resignation of Mrs. Rohinton Soli Screwvala 5 Form 32 Change in Designation of Mrs. Amrita Pandey from Additional B82273707 21/08/2013 Y Director to Whole Time Director 6 Form 32 Regularisation of Mrs. Amrita Pradeepkumar Pandey B87414710 22/10/2013 Y 7 Form 23 Registration of Special Resolution for the purpose of issue of B82273558 21/08/2013 Y shares on preferential basis 9 Form 2 Allotment of Equity Shares to UTV Global Broadcasting Limited S21850342 16/08/2013 Y 10 Form 23 Registration of Special Resolution for the purpose of issue of B82095746 19/08/2013 Y shares on preferential basis 11 Form 66 Filing of Compliance Certificate U/s 383A for FY 2012-2013 Q12732434 08/10/2013 Y 12 Form 20B Annual Return as on date of AGM (FY 2012-13) Q23060197 12/11/2013 Y 13 Form 23AC/ Balance Sheet and Profit & Loss Account for F.Y 2012-13 Q18559120 28/10/2013 Y 23ACA-XBRL 14 Form 18 Shifting of Registered Office B93686699 14/01/2014 Y SANJAY PARAB & Co. Place: Mumbai Company Secretaries Date: July 25, 2014 FCS No. 6613 C. P. No. 7093 Exhibit ‘B’ Particulars of employees as required under the provision of section 217(2A) of the companies Act, 1956, read with the companies (Particular of Employees) Rules, 1975 and forming part of directors report for the year ended March 31, 2014 Sr. Name Age Designation Qualification Date of Date of Date of Experience in Remuneration No. Birth joining leaving the Company received (`) 1. Nikhil Gandhi 37 Vice President - Revenue, B.Com, M Com, 23-Aug-77 15-Jun-07 Active 6.9 1,70,39,092 Media Networks PGDAM 2. Shalini Sethi 42 Director - bindass, Content B.A. 15-Nov-72 1-Aug-10 Active 3.7 79,68,247 Group 3. Prashant 37 Executive Director - Creative Masters in Mass 25-Aug-77 1-Jan-11 Active 3.2 75,68,604 Madan Services Communication 4. Deepa Bhatia 46 Director - Ad Sales, Youth Post Graduate 3-Apr-68 25-Mar-13 Active 1 68,23,129 Channels in Advertising & Public Relation 5. Ravi Dixit 41 Director - Youth Channels, Master of 26-Aug-73 8-Apr-08 Active 6 62,06,736 Product Planning Group Business Administration 6. Siddharth 39 Director - Intellectual PGDBM, 22-Jun-75 10-May-12 30-Sep-13 2.3 39,57,221 Narula Property, Media Networks BA(Hons) 7. Manasi Sapre 34 Director - Programming & B.A. 26-Oct-77 2-Jan-07 30-Apr-13 7.1 15,19,717 Acquisition, Movie Channels

84 85 ANNUAL REPORT 2013-14

INDEPENDENT AUDITORS’ REPORT To the Members of Genx Entertainment Limited

Report on the Financial Statements 1. We have audited the accompanying financial statements of Genx Entertainment Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report. Management’s Responsibility for the Financial Statements 2. The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the “Act”) read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; (b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 7. As required by ‘the Companies (Auditor’s Report) Order, 2003’, as amended by ‘the Companies (Auditor’s Report) (Amendment) Order, 2004’, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 8. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report arein agreement with the books of account; 85 Genx Entertainment Limited ANNUAL REPORT 2013-14

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; (e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act. For Price Waterhouse & Co., Bangalore Firm Registration No. 007567S Chartered Accountants Uday Shah Mumbai Partner July 25, 2014 Membership No. 046061

Annexure to Independent Auditors’ Report i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. (b) The fixed assets of the Company have been physically verified by the Management during the year.The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account. In our opinion, the frequency of verification is reasonable. (c) In our opinion, the Company has disposed off a substantial part of fixed assets during the year. On the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, in our opinion, the disposal of the said part of fixed assets has not affected the going concern status of the Company. ii. (a) The inventory has been physically verified (programming and film rights verified with reference to title documents/ agreements) by the Management during the year. In our opinion, the frequency of verification is reasonable. (b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. No discrepancies were noticed on physical verification of inventory as compared to book records. iii. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (b), (c) and (d) and (g) of the said Order are not applicable to the Company. (b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (f) and (g) of the said Order are not applicable to the Company. iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system. v. According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act. vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. vii. The Walt Disney Company (Ultimate Parent Company) has designed management audit system for all of its group companies in India. According to a phased programme designed to cover all significant business process of the Company over a period of 3 years, certain business processes are covered in the current year for management audit. Based on a phased program, in our opinion, the Company has an internal audit system commensurate with its size and the nature of its business. viii. We have broadly reviewed the books of account maintained by the Company in respect of services where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under Clause (d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and 86 87 ANNUAL REPORT 2013-14

records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees’ state insurance, sales tax, income tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, wealth tax, service tax, customs duty and excise duty which have not been deposited on account of a dispute. The particulars of dues of income tax as at March 31, 2014 which have not been deposited on account of dispute are as follows:

Name of the Nature of dues Amount Period to which the Forum where the dispute is statute (` in million) amount relates pending Income Tax Act, Income Tax 7.89 Assessment Year Commissioner of Income tax 1961 (Withholding taxes) 2008-09 (Appeals) Income Tax Act, Income Tax 110.98 Assessment Years Income tax Appellate 1961 (Withholding taxes) 2008-09 and 2009-10 Tribunal x. The accumulated losses of the company exceeds fifty percent of its net worth as at March 31, 2014 and it has not incurred cash losses in the financial year ended on that date. However the Company had incurred cash losses in the immediately preceding financial year. xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the Balance Sheet date. xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company. xiii. As the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company. xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company. xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company. xvi. In our opinion, and according to the information and explanations given to us, the term loans have been applied, on an overall basis, for the purposes for which they were obtained. xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company. xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company. xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company. xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management. For Price Waterhouse & Co., Bangalore Firm Registration No. 007567S Chartered Accountants Uday Shah Mumbai Partner July 25, 2014 Membership No. 046061 87 Genx Entertainment Limited ANNUAL REPORT 2013-14

Balance Sheet as at March 31, 2014 (All amounts in ` million, unless otherwise stated)

As at As at Note March 31, 2014 March 31, 2013 EQUITY AND LIABILITIES Shareholders’ Funds Share Capital 3 109.69 95.44 Reserves and Surplus 4 244.22 (1,267.00) 353.91 (1,171.56) Non-Current Liabilities Long-term Borrowings 5 - 975.80 Long-term Provisions 6 20.34 27.05 20.34 1,002.85 Current Liabilities Short-term Borrowings 7 43.72 459.22 Trade Payables 8 465.81 431.61 Other Current Liabilities 9 45.98 60.21 Short-term Provisions 10 5.68 3.25 561.19 954.29 Total 935.44 785.58

ASSETS Non-current Assets Fixed Assets 11 - Tangible Assets 1.46 15.12 - Intangible Assets 0.13 0.84 1.59 15.96 Long-term Loans and Advances 12 106.40 91.39 Current Assets Inventories 13 327.70 158.09 Trade Receivables 14 363.86 332.78 Cash and Bank balances 15 0.56 0.85 Short-term Loans and Advances 16 132.70 186.51 Other Current Assets 17 2.63 - 827.45 678.23 Total 935.44 785.58

The notes are an integral part of these financial statements. This is the Balance Sheet referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Deven Khote Amrita Pandey Partner Director Director Membership No. 046061 Kavita Pandya Company Secretary Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014 88 89 ANNUAL REPORT 2013-14

Statement of Profit and Loss for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated)

Year ended Year ended Note March 31, 2014 March 31, 2013 REVENUE Revenue from Operations (Net) 19 1,280.21 1,092.44 Other Income 20 3.35 0.27 Total Revenue 1,283.56 1,092.71

EXPENSES Direct Cost 21 711.99 1,048.58 Employee Benefit Expenses 22 201.95 203.92 Finance Costs 23 54.50 81.60 Depreciation and Amortisation Expenses 24 4.09 9.50 Other Expenses 25 231.56 237.55 Total Expenses 1,204.09 1,581.16

Profit/(Loss) before tax 79.47 (488.45) Tax Expense Current Tax 6.66 - Deferred Tax - - MAT Credit Entitlement (6.66) Profit/(Loss) for the year 79.47 (488.45)

Earnings/(Loss) per equity share: [Nominal Value per 29 share: ` 10 (2013: ` 10)] Basic/Diluted (in `) 7.61 (54.93)

The notes are an integral part of these financial statements. This is the Statement of Profit and Loss referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Deven Khote Amrita Pandey Partner Director Director Membership No. 046061 Kavita Pandya Company Secretary Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014

89 Genx Entertainment Limited ANNUAL REPORT 2013-14

Cash Flow Statement for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated) Year ended Year ended March 31, 2014 March 31, 2013 A. CASH FLOW FROM OPERATING ACTIVITIES Profit/(Loss) before tax 79.47 (488.45) Adjustments for: Depreciation and Amortisation Expenses 4.09 9.50 Amortisation of programmes and films 470.53 396.80 Loss on disposal of fixed assets 11.26 - Interest Income 3.11 - Interest Expenses 54.50 80.37 Provision for doubtful debts/(written back) 6.06 (0.27) Bad debts written off 0.65 4.25 Fixed Assets written off 5.26 6.36 Provision for Gratuity 1.32 2.20 Provision for Compensated Absences (4.96) 11.85 Unrealised foreign exchange (gain)/loss (0.58) 0.23 Operating profit before working capital changes 630.71 22.84 Adjustments for: Increase/(Decrease) in trade payables 35.14 103.52 Increase/(Decrease) in liabilities and provisions (10.83) (17.31) (Increase)/Decrease in loans and advances 46.94 (4.64) (Increase)/Decrease in Other Current Assets (2.63) - (Increase)/Decrease in trade receivables (38.14) (104.26) (Increase)/Decrease in inventories (640.14) (397.80) Cash from/(used) in operations 21.05 (397.65) Taxes paid (net of refunds) (8.15) (31.48) Net cash from/(used) in Operating Activities 12.91 (429.13) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of tangible/intangible assets (6.25) (6.36) Sale of tangible/intangible assets - - Interest received (3.11) - Net cash used in Investing Activities (9.36) (6.36) C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of equity shares 1,446.00 1,496.50 Redemption of preference shares - (1,496.50) Borrowing/(Repayment) of Long-term Unsecured Loans (Net) (975.80) 250.00 Borrowing/(Repayment) of Short-term Unsecured Loans (Net) (415.50) 262.22 Interest paid (58.54) (76.16) Net cash from Financing Activities (3.84) 436.06 Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) (0.29) 0.57 Cash and cash equivalents at the beginning of the year 0.85 0.28 Cash and cash equivalents at the end of the year 0.56 0.85 Cash and cash equivalents comprise of: Cash on hand 0.05 0.05 Balance with Banks 0.51 0.80 Total 0.56 0.85 Footnotes: 1. The Cash Flow Statement has been prepared under the “Indirect method” as set out in Accounting Standard - 3 on Cash Flow Statements. 2. Previous year’s comparatives have been reclassified to conform with the current year’s presentation, wherever applicable. This is the Cash Flow Statement referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Deven Khote Amrita Pandey Partner Director Director Membership No. 046061 Kavita Pandya Company Secretary Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014 90 91 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 1. General Information Genx Entertainment Limited ("GENX/the Company") was incorporated in India as a Public Limited Company under the Companies Act, 1956 on February 19, 2007. The Company is a 100% subsidiary of UTV Global Broadcasting Limited (“UGBL”) which in turn is subsidiary of UTV Software Communications Limited (“USCL”). The Company owns and operates two channels namely ‘UTV Bindass’ and ‘UTV Action’. 2. Summary of significant accounting policies 2.1 Basis of preparation These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to circular 15/2013 dated September 13,2013 read with circular 08/2014 dated April 4, 2014, till the Standard of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 (the ""Act"") shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 1956. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non-current classification of assets and liabilities. 2.2 Tangible Assets Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any. Subsequent expenditures related to an item of fixed asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit and Loss. Depreciation is provided based on the following estimated useful lives of fixed assets, on the straight line method. On additions, depreciation is provided for the full month irrespective of the date of addition during the month. On assets discarded, demolished or destroyed during the month, depreciation is calculated upto the month of such deletions. Asset Useful Life (in years) Furniture and Fixtures 10 Plant and Machinery 10 Office Equipments 5 Computers 3 These useful lives are based on estimates approved by the Management. In case of tangible assets, the aforesaid useful lives are lower than the implied lives arrived on the basis of the rates as prescribed under Schedule XIV to the Act. Assets individually costing ` 301,250 (equivalent to USD 5,000) or less are written off to the Statement of Profit and Loss in the year of acquisition without being capitalised. 2.3 Intangible Assets Intangible Assets are stated at acquisition cost, net of accumulated amortisation and accumulated impairment losses, if any. Intangible assets are amortised on a straight line basis over their estimated useful lives. The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly. Useful life of intangible asset is stated below: Asset Useful Life (in years) Computer Software 3 Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognised as income or expense in the Statement of Profit and Loss. 2.4 Impairment Assessment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other 91 Genx Entertainment Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. 2.5 Inventories Inventories comprise of commissioned programs, acquired/licensed programs and films. The cost of inventories comprises cost of purchase and other significant costs incurred in bringing the inventories to a state of being telecast. Inventories are stated at the lower of cost (less accumulated amortisation/impairment) and net realisable value. Company amortises the cost of commissioned programs on telcast based on management estimate of revenue potential. The cost of acquired/licensed programs and films is amortised over the license period from the date of commencement of license period/acquisition. The Company evaluates the realizable value and/or revenue potential of inventory on an annual basis, based on market conditions and future demand and appropriate write down is made in cases where accelerated write down is warranted. 2.6 Foreign Currency Translation The transactions in foreign exchange are accounted at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities as at the Balance Sheet date are translated at the rate of exchange prevailing at the date of the Balance Sheet. Non-monetary foreign currency items are carried at cost. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss. 2.7 Revenue recognition Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. a) Advertisement sales revenue (net of trade discount, as applicable) is recognised when the related advertisement or commercial appears before the public i.e. on telecast. b) Subscription income for the distribution of the channels is recognised when the services are provided in accordance with the terms of the agreement and for which there is reasonable certainty of ultimate collections. c) Income from exploitation of interactive rights is recognised in accordance with the terms of the agreement with the service providers and/or intermediary. d) Revenue from syndication of program is recognised on delivery of the program to the Licensee. 2.8 Other Income Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. 2.9 Employee Benefits Defined Contribution Plan: The Company contributes on a defined contribution basis to Employees' Provident Fund, Maharashtra Labour Welfare Fund and Employee State Insurance Commission towards post employment benefits, all of which are administered by the respective Government authorities, and has no further obligation beyond making its contribution, which is expensed in the year to which it pertains. Defined Benefit Plan: The Company has a Defined Benefit Plan namely Gratuity (the “Gratuity Plan”) for all its employees. The Company provides for gratuity covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise. Compensated Absences: Accumulated compensated absences, which are expected to be availed within 12 months from the end of the year end are treated as short-term employee benefits. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end. 92 93 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) Accumulated compensated absences, which are expected to be availed beyond 12 months from the end of the year end are treated as other long-term employee benefits. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise. 2.10 Current and Deferred Tax Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions. Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets are not recognised in case there is unabsorbed depreciation or carry forward of losses under tax laws, unless there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company reassesses unrecognised deferred tax assets, if any. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws. Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period. 2.11 Provisions and Contingent Liabilities Provisions: Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value. Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. 2.12 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the periods in which the results are known/materialise. 2.13 Cash and Cash Equivalents In the cash flow statement, cash and cash equivalents includes cash in hand, demand deposits with banks. 2.14 Earnings Per Share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

93 Genx Entertainment Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

3. Share Capital As at As at March 31, 2014 March 31, 2013 Authorised: 22,500,000 (March 31, 2013: 22,500,000) equity shares of ` 10 each 225.00 225.00 2,500,000 (March 31, 2013: 2,500,000) 1% Non Cumulative, Convertible 25.00 25.00 and/or Redeemable Preference Shares of ` 10 each Issued, Subscribed and Paid-up: 10,969,341 (March 31, 2013: 9,544,430) Equity shares of ` 10, each fully 109.69 95.44 paid-up Total 109.69 95.44

(a) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period: Equity Shares: As at As at March 31, 2014 March 31, 2013 Numbers Amount Numbers Amount Balance at the beginning of the year 95,44,430 95.44 81,11,000 81.11 Add: Shares issued to UTV Global 14,24,911 14.25 14,33,430 14.33 Broadcasting Limited, holding Company Balance as at the end of the year 1,09,69,341 109.69 95,44,430 95.44 (b) Rights, preferences and restrictions attached to Equity Shares: The Company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding. (c) Details of shares held by the Holding Company/shareholders holding more than 5% of the aggregate shares in the Company: As at As at March 31, 2014 March 31, 2013 Numbers Amount Numbers Amount Equity Shares: UTV Global Broadcasting Limited and it’s Nominees 1,09,69,341 109.69 95,44,430 95.44 (100%) (100%)

4. Reserves and Surplus As at As at March 31, 2014 March 31, 2013 Securities Premium Account Balance at the Beginning of the year 1,732.09 1,725.92 Add: Amounts received pursuant to issue of 1,424,911 1,431.75 1,482.17 (March 31, 2013: 1,433,430) equity shares of ` 10 each at premuim of ` 1,004.80 per share [Also refer Note 3 (a)] Less: Amount paid pursuant to redemption of NIL - 1,476.00 (March 31, 2013: 2,050,000) 1% non-cumulative, convertible and/or redeemable preference shares of ` 10 each at premuim of ` 720 per share" Balance as at the end of the year 3,163.84 1,732.09 Deficit in Statement of Profit and Loss Balance as at the beginning of the year (2,999.09) (2,510.64) Profit/(Loss) for the year 79.47 (488.45) Balance as at the end of the year (2,919.62) (2,999.09) Total 244.22 (1,267.00) 94 95 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

5. Long-term Borrowings As at As at March 31, 2014 March 31, 2013 Unsecured: Term Loan from Bank - 250.00 Loan from Intermediate Holding Company - 725.80 Total - 975.80 Nature of Guarantee and terms of repayment for unsecured borrowings (a) Nature of Guarantee: Loan from Bank aggregating ` Nil million (March 31, 2013: ` 250 million), has been guaranteed by Disney Enterprises, Inc., USA.

6. Long-term Provisions As at As at March 31, 2014 March 31, 2013 Provision for Employee Benefits [Refer notes 21(b) and 21(c)] - Provision for Gratuity 6.55 6.43 - Provision for Compensated Absences 4.79 11.62 Provision for Contingencies [net of amount paid under protest 9.00 9.00 ` 16 million (March 31, 2013: ` 16 million] (Refer notes (a) and (b) below) Total 20.34 27.05 (a) The Company in earlier year had made a provision for probable liability arising out of pending dispute with Customs Authorities on applicability of duty on license fees. The timing of the outflow with regard to the said matter depends on the exhaustion of remedies available to the Company under the law and hence the Company is not able to ascertain the timing of outflow. (b) Disclosure of movement in provision as required by AS 29 - “Provisions, Contingent Liabilities and Contingent Assets” is as given below: As at As at March 31, 2014 March 31, 2013 Carrying amount at the beginning of the year 9.00 9.00 Additional provisions made during the year - - Amounts used - - Unused amounts reversed during the year - - Carrying amount at the end of the year 9.00 9.00

7. Short-term Borrowings As at As at March 31, 2014 March 31, 2013 Unsecured: Working Capital Demand Loan from bank - 100.00 Cash Credit facility from Banks 43.72 359.22 Total 43.72 459.22 Note: Loan from Banks aggregating ` 48.55 million (March 31, 2013: ` 459.22), has been guaranteed by Disney Enterprises, Inc., USA.

8. Trade Payables As at As at March 31, 2014 March 31, 2013 Trade Payables (Refer Note 31) 465.81 431.61 Total 465.81 431.61

95 Genx Entertainment Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 9. Other Current Liabilities As at As at March 31, 2014 March 31, 2013 Interest accrued but not due on borrowings 0.18 4.21 Income received in advance 1.75 12.42 Advance from customers 15.56 8.25 Employee Benefits payable 7.39 8.36 Payable to Group Companies 2.70 - Statutory dues (including Provident Fund and Tax Deducted at Source) 18.40 26.95 Other liabilities - 0.02 Total 45.98 60.21

10. Short-term Provisions As at As at March 31, 2014 March 31, 2013 Provision for employee benefits: (Refer notes 21(b) and 21(c)) - Provision for Gratuity 1.21 0.66 - Provision for Compensated Absences 4.47 2.59 Total 5.68 3.25

96 97 ANNUAL REPORT 2013-14 6.78 5.65 0.40 2.29 0.84 0.84 15.12 15.12 2013 March 31, 31, March - - Net Block 0.30 0.84 0.13 0.13 1.46 1.16 15.12 2014 March 31, - 7.04 7.04 9.95 0.52 0.52 0.10 1.77 27.24 27.24 11.82 2014 March 31, - - 7.07 7.07 7.07 7.07 4.10 4.10 5.28 9.22 0.36 18.96 18.96 Disposals 7.36 7.36 2.14 2.14 1.85 1.85 0.79 0.22 3.54 0.68 0.55 0.55 For the year For Depreciation/Amortisation 7.04 7.04 7.04 7.04 9.14 9.14 4.49 3.52 4.90 27.24 27.24 10.09 10.09 19.88 19.88 2013 April 1, - 7.88 7.88 9.94 2.93 0.40 0.65 0.65 13.27 13.27 42.36 2014 March 31, - - 7.23 7.23 7.23 7.23 8.77 8.77 0.55 9.48 11.27 11.27 30.07 30.07 Disposals ------0.98 0.98 Gross Block 2.4) Additions and 9.17 9.17 7.88 7.88 7.88 7.88 7.88 7.88 11.27 11.27 10.49 10.49 11.43 11.43 42.36 42.36 tatements 2013 April 1, 2.2, 2.3 Notes ( Refer ` million, unless otherwise stated) Tangible Assets (Own Tangible Assets) and Fixtures Furniture Plant and Machinery Computers Computers Office Equipments March 31, 2013 2013 31, March Total Total Particulars Intangible Assets (Own Assets) Software Computer Fixed Assets Fixed Total Total March 31, 2013 2013 31, March 11. S to the F inancial N otes (All amounts in 97 Genx Entertainment Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

12. Long-term Loans and Advances As at As at March 31, 2014 March 31, 2013 Unsecured and considered good unless otherwise stated: Security Deposits 1.27 1.07 Other Loans and Advances Advance Income Tax [Net of provision of ` 6.66 million] 95.97 87.82 (March 31, 2013: ` NIL)] MAT Credit Entitlement 6.66 - Others 2.50 2.50 Total 106.40 91.39

13. Inventories (Refer Note 2.5) As at As at March 31, 2014 March 31, 2013 Unamortised cost of Programs and flims 327.70 158.09 Total 327.70 158.09

14. Trade Receivables As at As at March 31, 2014 March 31, 2013 Unsecured, considered good Outstanding for a period exceeding 6 months from the date they are due for payment 0.13 - Others 363.73 332.78 Unsecured, considered doubtful Outstanding for a period exceeding 6 months from the date they are due for payment 7.08 1.33 Others 1.36 1.04 372.30 335.16 Less: Provision for doubtful debts 8.44 2.37 Total 363.86 332.78

15. Cash and Bank Balances As at As at March 31, 2014 March 31, 2013 Cash and Cash equivalents Cash on hand 0.05 0.05 Bank balances: - In current accounts 0.51 0.80 Total 0.56 0.85

98 99 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

16. Short-term Loans and Advances As at As at March 31, 2014 March 31, 2013 Unsecured and considered good, unless otherwise stated: Security Deposits 3.65 29.82 Prepaid expenses 3.98 7.12 Advance to suppliers 20.48 17.76 Balance with Excise and Customs Authorities 104.59 131.81 Total 132.70 186.51

17. Other Current Assets As at As at March 31, 2014 March 31, 2013 Unbilled Revenue 2.63 - Total 2.63 -

18. Contingent Liabilities (Refer Note 2.11) As at As at March 31, 2014 March 31, 2013 Legal matters: i. Claims against the Company not Damages claimed against the Company. 15.47 15.47 acknowledged as debts Taxation matters: i. Disputed income tax demands Appeal before Income tax Appellate 121.37 121.37 ( Withholding taxes) Tribunal for the Assessment Years 2008-09 and 2009-10 for withholding taxes in respect of band placement charges. (a) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. (b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

19. Revenue from Operations (Net) (Refer Note 2.7) As at As at March 31, 2014 March 31, 2013 Advertisement Sales 1,257.93 905.88 Subscription Income 7.99 171.71 Revenue from exploitation of interactive rights 3.98 5.19 Program Syndication 10.31 9.66 Total 1,280.21 1,092.44

20. Other Income As at As at March 31, 2014 March 31, 2013 Interest Income 3.11 - Provision for doubtful debts written back - 0.27 Miscellaneous Income 0.24 - Total 3.35 0.27

99 Genx Entertainment Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

21. Direct Cost Year ended Year ended March 31, 2014 March 31, 2013 Amortisation of Programmes and films 470.53 396.80 Programming Costs 28.38 28.01 Transmission and Uplinking Costs 30.22 30.05 Distribution Costs - 546.64 Distribution Fees (Refer Note 32) 160.01 - Other Direct Cost 22.85 47.08 Total 711.99 1,048.58

22. Employee Benefit Expenses (Refer Note 2.9) Year ended Year ended March 31, 2014 March 31, 2013 Salaries, Allowances and Bonus 190.12 191.56 Contribution to Provident Fund and others [Refer Note (a) below] 8.73 8.42 Gratuity [Refer Note (b) below] 1.32 2.20 Staff Welfare Expenses 1.78 1.74 Total 201.95 203.92

(a) Defined Contribution Plans Amount recognised in Statement of Profit and Loss March 31, 2014 March 31, 2013 Provident Fund 8.71 8.40 Contribution to Maharashtra Labour Welfare Fund - * - * Contribution to Employees State Insurance Commission 0.02 0.02 Total 8.73 8.42 * Amount is below the rounding off norm adopted by company.

(b) Defined Benefit Plans The Company provides long-term benefits in the nature of Gratuity to its employees. (i) Present Value of Defined Benefit Obligation Gratuity (Non-Funded) March 31, 2014 March 31, 2013 Balance at the beginning of the year 7.09 5.25 Interest Cost 0.57 0.45 Current Service Cost 1.24 1.73 Benefits Paid (0.66) (0.36) Actuarial (Gain)/Loss (0.49) 0.02 Balance at the close of the year 7.75 7.09

(ii) Fair Value of Plan Assets March 31, 2014 March 31, 2013 Balance at the beginning of the year - - Expected return on plan assets - - Actuarial gain/(loss) - - Benefits Paid - - Contributions by employer - - Balance at the close of the year - -

100 101 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) (iii) Assets and Liabilities recognised in the Balance Sheet March 31, 2014 March 31, 2013 Present Value of Defined Benefit Obligation 7.75 7.09 Less: Fair Value of Plan Assets - - Amount recognised as liability * 7.75 7.09 * Recognised as under Long-term Provision (Refer Note 6) 6.55 6.43 Short-term Provision (Refer Note 10) 1.21 0.66 Amount recognised as liability 7.76 7.09 (iv) Expense recognised in Statement of Profit and Loss March 31, 2014 March 31, 2013 Current Service Cost 1.24 1.73 Interest Cost 0.57 0.45 Expected return on plan assets - - Actuarial (Gain)/Loss (0.49) 0.02 Total Expenses 1.32 2.20 (v) Actuarial Assumptions March 31, 2014 March 31, 2013 Per Annum Per Annum Discount Rate 8.75% 8.00% Salary Growth Rate 9.00% 9.00% The discount rates reflects the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligations. The estimates of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority, promotions and other relevant factors, such as demand and supply in the employment market. (vi) Amounts recognized in current year and previous three years March 31, March 31, March 31, March 31, March 31, 2014 2013 2012 2011 2010 Defined Benefit Obligation 7.75 7.09 5.25 6.30 4.38 Plan Assets - - - - - (Surplus)/Deficit 7.75 7.09 5.25 6.30 4.38 Experience adjustment in plan liabilities 0.27 (0.39) (4.05) 1.00 (0.24) Experience adjustment in plan assets - - - - -

(c) The Compensated Absences Liability (Non Funded) is ` 9.26 million (March 31, 2013: ` 14.21 million) March 31, 2014 March 31, 2013 Long-Term Provision (Refer Note 6) 4.79 11.62 Short-Term Provision (Refer Note 10) 4.47 2.59 Amount recognised as liability 9.26 14.21

(d) Certain employees of the Company have been granted Employee Stock Options (ESOPs) and Restricted Stock Units (RSUs) of The Walt Disney Company, USA, the ultimate holding company. During the year ended March 31, 2014, the Company has received debit note / information on the basis of recharge towards ESOPs/RSUs granted by the ultimate holding company to its employees. Consequently, the Company has debited ‘Salaries, Allowances and Other Benefits’ for a sum aggregating ` 2.70 million (March 31, 2013 : ` Nil) towards liability to its ultimate holding company.

23. Finance Costs Year ended Year ended March 31, 2014 March 31, 2013 Interest on long-term borrowings 38.61 51.62 Interest on other borrowings 15.79 28.75 Other financial charges 0.10 1.23 Total 54.50 81.60 101 Genx Entertainment Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

24. Depreciation and Amortisation Expenses Year ended Year ended March 31, 2014 March 31, 2013 Depreciation on Tangible assets 3.54 7.36 Amortisation of Intangible assets 0.55 2.14 Total 4.09 9.50

25. Other Expenses Year ended Year ended March 31, 2014 March 31, 2013 Rates and taxes 6.95 7.09 Insurance 4.64 3.81 Repairs - others 1.41 0.52 Printing and stationery 0.04 0.41 Postage and freight 1.99 0.27 Legal and professional fees 4.76 17.91 Payment to Auditors - - Audit fees 0.60 0.60 - Reimbursement of Expenses 0.01 - Travel, Conveyance and Accommodation 13.13 12.72 Marketing and Advertisement Costs 82.05 136.93 Central Support expenses 64.85 33.74 Sales Commission 9.56 6.10 Net Loss on foreign currency transactions and translations 16.95 4.60 Loss on Disposal of Tangible and Intangible Assets 11.26 - Fixed Assets written off * 5.26 6.36 Provision for doubtful debts 6.06 - Bad debts written off 0.65 4.25 Miscellaneous expenses 1.39 2.25 Total 231.56 237.55 * In accordance with the policy of the Company to write-off assets individually costing ` 301,250 (equivalent to USD 5,000) or less as stated in Note 2.2, Computers aggregating ` 3.30 million (Previous Year: ` 6.18 million), Computers Software aggregating ` 1.93 million (Previous Year: ` Nil) and Office Equipment aggregating ` 0.03 million (Previous Year: ` 0.18 million) have been written off to the Statement of Profit and Loss without being capitalised.

26. Expenditure in Foreign Currency Year ended Year ended March 31, 2014 March 31, 2013 License Fees on content acquisition 188.92 102.35 Programming Costs - 7.74 Professional Fees 2.85 - Transmission and Uplinking Costs - 5.83 Other Expenses 1.36 2.38 Total 193.13 118.30

27. Earnings in Foreign Currency Year ended Year ended March 31, 2014 March 31, 2013 Revenue from exploitation of interactive rights 2.75 1.65 Program Syndication - 9.26 Subscription Income 7.99 - Total 10.74 10.91 102 103 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 28. The Company has considered the business segment as the primary reporting segment on the basis that the risk and returns of the Company is primarily determined by the nature of services. Consequently the geographical segment has been considered as a secondary segment. The Company is mainly engaged in “Broadcasting business”. This in the context of Accounting Standard 17 on Segment Reporting is considered to constitute a single primary segment. Thus the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year are all as reflected in the financial statements for the year ended March 31, 2014 and as on that date. Geographical segment is considered based on sales within India and outside India.

Secondary Segment: Geographical India Outside India Total Segment March 31, March 31, March 31, March 31, March 31, March 31, 2014 2013 2014 2013 2014 2013 External Revenue 1,269.47 1,081.53 10.74 10.91 1,280.21 1,092.44 Carrying amount of Segment Assets 931.84 785.36 3.60 0.22 935.44 785.58

29. Earnings/(Loss) per equity share Year ended Year ended March 31, 2014 March 31, 2013 Basic and Diluted Profit/(Loss) after tax 79.47 (488.45) Profit/(Loss) attributable to equity shareholders 79.47 (488.45) Weighted average number of equity shares outstanding at the year end (Nos.) (for Basic/Diluted EPS) 1,04,42,319 88,92,514 Profit/(Loss) per share (Basic/Diluted) (`) 7.61 (54.93) Nominal value of shares (`) 10.00 10.00

30. Related Party Transactions (a) Names of related parties and nature of relationship:

(i) Ultimate Holding Company: The Walt Disney Company * * All the Global and other entities under the common control of The Walt Disney Company which do not have any transactions with the Company during the year are not disclosed here.

(ii) Intermediate Holding Company: The Walt Disney Company (Southeast Asia) Pte. Limited UTV Software Communications Limited

(iii) Holding Company: UTV Global Broadcasting Limited

(iv) Fellow Subsidiaries of the Company: UTV Entertainment Television Limited UTV Communications (USA) LLC The Walt Disney Company (India) Private Limited Indiagames Limited Buena Vista International Inc. The Walt Disney Company (Asia Pacific) Limited

(v) Key Management Personnel: Directors: Rohinton Screwvala (upto May 13, 2013) Amrita Pandey (w.e.f. May 13, 2013) Zarina Mehta Deven Khote 103 Genx Entertainment Limited ANNUALANNUAL REPORTREPORT 2013-142013-14 ------9.26 0.84 0.94 0.94 0.84 9.26 0.72 11.13 11.13 18.65 18.65 18.65 18.65 12.58 Year Ended Year March 31, 2013 31, March ------6.53 6.24 6.24 0.13 0.13 30.17 30.17 10.59 10.59 36.97 36.97 44.10 18.89 58.14 Fellow Subsidiaries Fellow Year Ended Year March 31, 2014 ------8.20 46.92 171.74 171.74 725.80 1,496.50 1,496.50 Year Ended Year March 31, 2013 31, March ------9.68 14.92 15.70 Holding Company 1,446.00 Year Ended Year March 31, 2014 ------1.49 16.18 16.18 26.14 26.14 38.78 12.85 736.03 725.80 Year Ended Year March 31, 2013 31, March ------2.35 17.09 17.09 26.31 26.31 19.44 12.46 725.80 Year Ended Year Intermediate Holding Company Intermediate March 31, 2014 ------Year Ended Year March 31, 2013 31, March ------2.25 2.70 0.84 Year Ended Year Ultimate Holding Company Ultimate March 31, 2014 tatements ` million, unless otherwise stated) UTV Communications (USA) LLC India Games Limited The Walt Disney Company (Asia Pacific) Limited (Asia Pacific) Company Disney The Walt Receivable from Receivable UTV Limited Global Broadcasting Buena Vista International, Inc Buena Vista International, UTV Entertainment Television Limited Limited UTV Entertainment Television The Walt Disney Company (India) Private Limited (India) Private Company Disney The Walt UTV Software Communications Limited UTV Global Broadcasting Limited UTV Limited Global Broadcasting Outstanding Balances(Net) to Payable Company Disney The Walt Redemption of Preference Shares of Preference Redemption UTV Limited Global Broadcasting Issue of Equity Shares UTV Limited Global Broadcasting Accrual for Equity share based compensation for Accrual 22(d)] Note [Refer Company Disney The Walt Interest Charged by UTV Software Communications Limited UTV Software Communications Limited Unsecured Loan repaid to UTV Limited Global Broadcasting Unsecured Loan Taken from Unsecured Loan Taken UTV Software Communications Limited The Walt Disney Company (Asia Pacific) Limted (Asia Pacific) Company Disney The Walt Reimbursement of Expenses to Reimbursement Company Disney The Walt UTV Software Communications Limited Reimbursement of Expenses to Reimbursement Limited UTV Entertainment Television The Walt Disney Company (India) Private Limited (India) Private Company Disney The Walt UTV Entertainment Television Limited UTV Entertainment Television UTV Limited Global Broadcasting Share of Common Expenses Recharged by Share of Common Expenses Recharged UTV Software Communications Limited Subscription income from UTV Limited Global Broadcasting Indiagames Limited UTV Communications (USA) LLC UTV Entertainment Television Limited UTV Entertainment Television The Walt Disney Company (India) Private Limited (India) Private Company Disney The Walt Sale of Programs/Services to UTV Software Communications Limited Buena Vista International, Inc. Buena Vista International, UTV Entertainment Television Limited UTV Entertainment Television Transactions during the year during the year Transactions Purchase of Programs/Services from UTV Software Communications Limited S to the F inancial N otes (All amounts in (b) 104 105105 ANNUALANNUAL REPORTREPORT 2013-142013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

31. Dues to micro and small enterprises There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding as at March 31, 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined on the basis of information available with the Company.

32. Till previous year the Company was distributing it’s channels through UTV Global Broadcasting Limited (Holding Company), the Company recorded share of subscription revenue and incurred channel placement cost. However, during the current year the Company has entered into channel licensing agreement with Indiacast UTV Media Distribution Private Limited for distribution and placement of its channels. Accordingly, as per the terms of the contract, distribution fees has been recorded in the books of accounts of the Company.

33. The Company has undertaken necessary steps to comply with the Transfer Pricing regulations (International and Domestic) . The Management is of the opinion that the international and domestic transactions are at arm’s length and at present does not envisage any further tax liability. For the year ended March 31, 2014, the Company will carry out a transfer pricing study to comply with the said regulations.

34. Previous Year Figures The previous year’s figures have been reclassified, wherever considered necessary, to conform to current year’s classfication.

The notes are an integral part of these financial statements

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Deven Khote Amrita Pandey Partner Director Director Membership No. 046061 Kavita Pandya Company Secretary Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014

105105 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

ANNUAL REPORT OF UTV Entertainment Television Limited FOR FINANCIAL YEAR 2013-14

106 107 ANNUAL REPORT 2013-14

DIRECTORS’ REPORT

Dear Members, Your Directors take pleasure in presenting the Seventh Annual Report along with audited Balance Sheet and Profit & Loss Account on the operations of your Company for the financial year ended March 31, 2014. Your Company continues to be a wholly owned subsidiary of UTV Global Broadcasting Limited. 1. FINANCIAL HIGHLIGHTS (Amount ` in ‘million) Particulars As at As at March 31, 2014 March 31, 2013 INCOME Revenue from operations ( Net) 1385.50 1,279.05 Other Income 8.92 0.01 Total Income 1394.42 1,279.06 EXPENDITURE Direct Cost 1333.57 1,612.94 Employee Benefit Expenses 265.87 227.11 Finance Cost 214.29 129.79 Depreciation and Amortization Expenses 17.52 21.84 Other Expenses 271.67 254.45 Total Expenditure 2102.92 2,246.13 LOSS BEFORE TAX (708.50) (967.07) Less : Provision for Taxation - Current ------Deferred --- (377.96) LOSS FOR THE YEAR (708.50) (1,345.03) 2. BUSINESS OVERVIEW Your Company owns and operates four channels namely ‘UTV Movies’, ‘UTV Stars’, ‘UTV World Movies’ and ‘Disney Junior’. UTV Movies caters to one of the biggest entertainment genres on Indian Television – Hindi movies. It has access to an enviable slate of movies from the UTV library which includes the biggest blockbusters and has also acquired movies from multiple companies across India. Despite being one of the youngest in the genre, the channel continues to enjoy patronage both from audiences and advertisers. The GRPs have remained at 40 to 45 during the year. The channel intends to further strengthen its library and increase the access to premiers in the coming financial year. UTV Stars caters to the need for Bollywood content in India and is a premium channel which gives the best of Bollywood content to audiences. In this financial year UTV Stars continued serving Bollywood content to audiences with shows like Stars@10, Just Khans, Style Addict, Whats this Friday, Stars in City, Breakfast to Dinner, etc., UTV Stars also launched a new show ‘TV Shivi’ which focused on Television Stars, with the intent to widen its viewership base. UTV Stars will continue in its present avatar till September 2014, offering popular music and feature based programming to audiences. In October 2014, the Company will unveil a refreshed channel offering, with a new brand proposition complemented with fresh packaging, new content and a new brand name, that further fortifies the bindass brand and creates an entertainment proposition for youth. UTV World Movies is the first channel of its kind which brings World cinema to Indian television. UTV World Movies has acquired International blockbusters in varied languages like Italian, French, German, Spanish, Polish, Japanese, Korean, Chinese. However, the Company intends to shut this channel to start Disney XD during FY 14-15. Disney XD is the channel targeting boys in the age group of 6 to 11 yrs. It transports the kids into the worlds of hilarious, outrageous, fun and awesome, inspiring adventures. The Company also intends to launch Disney Channel during FY14-15. The target audience of Disney Channel will be kids in the age group of 2 to 14 yrs, including their families. Apart from animation series, the channel will also exhibit local live action/ fiction content. Disney Junior is the premier channel targeting preschoolers and early schoolers with high quality, engaging stories with their favorite Disney characters as well as some brand new ones. The content is presented in a manner that is highly entertaining and useful at the same time, which helps them with early stage social and life skills. Currently served as an ad-free channel, Disney Junior is already available in over 20 million homes, within a year of its launch. 3. DIVIDEND As the Company has incurred loss during the year, your Directors do not recommend any dividend for the financial year 2013-14. 107 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

4. DIRECTORS During the year under review there has been no change in the Board of Directors of the Company. Mr. Nikhil Gandhi retires by rotation and being eligible offer himself for re-appointment. The Board recommends his reappointment. 5. AUDIT CUM NOMINATION AND REMUNERATION COMMITTEE The Company has an adequately qualified Audit Committee. As on March 31, 2014 the committee comprises Mr. Sameer Ganapathy, Mr. Nikhil Gandhi and Mr. Nitin Dadoo as members. With effect from April 1, 2014 Audit Committee has been re-designated as Audit cum Nomination and Remuneration Committee with three directors viz., Mr. Sameer Ganapathy, Mr. Nikhil Gandhi and Mr. Nitin Dadoo as members of the Committee. The current charter of the Audit cum Nomination and Remuneration Committee, after such amendment, is in line with the regulatory requirements mandated by Companies Act, 2013. The Audit cum Nomination and Remuneration Committee primarily recommends appointment, remuneration and terms of appointment of auditors of the Company, review auditors independence, examine financial statement and auditors report, scrutinize inter-corporate loans and investments, monitor end use of funds, oversee composition of remuneration payable to directors, establish Vigil Mechanism and such other functions as may be entrusted by the Board 6. AUDITORS M/s. Price Waterhouse & Co., (Bangalore – FRN 007567S), Chartered Accountants, the present statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting. It is proposed to re-appoint them as the statutory auditors of the Company until the conclusion of the next Annual General Meeting. M/s. Price Waterhouse & Co., (Bangalore – FRN 007567S) have under Section 139 of the Companies Act, 2013 furnished the certificate of their eligibility for re-appointment. 7. AUDITORS REPORT The Auditors Report to the shareholders does not contain any qualification. However, on the remark made by the Auditors, the Board has to say that as at March 31, 2014, the net-worth of the Company has substantially eroded mainly due to accumulated losses. Considering the future business plans of the Company, and the intended capital infusion based on the letter of support from The Walt Disney Company (Southeast Asia) Pte. Limited, these financial statements have been prepared on the going concern basis. 8. CHANGE OF REGISTERED OFFICE ADDRESS OF THE COMPANY With effect from January 10, 2014 the registered office of your Company has been shifted from 7th Floor, Building No. 11, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093 to 1st Floor, Building No. 14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093. 9. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. Your Company has always believed in providing a safe and harassment free workplace for every individual at workplace. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. A policy on Prevention of Sexual Harassment at Workplace was released during the last financial year. The policy aims to provide protection against sexual harassment at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. An Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment. During the year ended March 31, 2014 no complaint pertaining to sexual harassment was received by the Company. 10. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY The existing Articles of Association (“AOA”) of the Company are based on the Companies Act, 1956 and many of the articles of existing AOA contains references to specific sections of the Companies Act, 1956 and some regulations in the existing AOA are no longer in conformity with the new Companies Act, 2013. Hence, with the new Companies Act, 2013 coming into force and considering most of the sections under the Companies Act, 2013 been notified by the Ministry of Corporate Affairs, it is considered expedient to replace existing AOA by adopting new set of AOA. The Board of Directors of the Company at their meeting held on July 25, 2014 proposed adoption of new set of AOA, subject to approval of the members. Your approval is sought for adoption of new set of AOA vide respective resolution set out in the accompanying notice of Annual General Meeting. 11. FIXED DEPOSIT Your company has neither accepted nor renewed any fixed deposit during the year under review. 108 109 ANNUAL REPORT 2013-14

12. SECRETARIAL COMPLIANCE REPORT In accordance with the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained “Secretarial Compliance Certificate” from a Practicing Company Secretary “M/s. Sanjay Parab & Co”, Mumbai and same forms part of this Directors’ Report, enclosed as Exhibit ‘A’ 13. PARTICULARS OF EMPLOYEES Particular of employees required to be furnished under section 217(2A) of the Companies Act, 1956 (‘the old Act’) and corresponding section 197 of the Companies Act, 2013 (‘the new act’) and rules thereunder, form part of this report as Exhibit ‘B’. 14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO In terms of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:  Conservation of Energy: Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels and the company has taken adequate measures to reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioners are used only when required. Further the company has spread awareness among the employees on the need to conserve energy which is well adopted by the employees.  Research & Development (R&D): The Company is a broadcasting Company in the Media and Entertainment Industry and carries out research and innovation in creating content in various segments of entertainment as part of its regular on going business.  Technology Absorption, Adaptation and Innovation Your Company keeps innovating, takes all measures necessary to absorb and adapt latest technology.  Foreign Exchange Earnings and Outgo: (` in millions) Particulars 2013-2014 2012-2013 Earnings in Foreign Currency 163.51 57.74 Expenditure in Foreign Currency 147.60 132.76 15. DIRECTORS’ RESPONSIBILITY STATEMENT: Pursuant to Sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm: (a) That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) That the Directors have selected appropriate accounting policies and applied consistently and made judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the loss of the Company for the year ended 31st March, 2014. (c) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) That the Directors have prepared the annual accounts on a going concern basis. 16. ACKNOWLEDGEMENT Your Directors takes this opportunity to thank all employees of the Company, its clients, vendors, shareholders and bankers for their support to the Company. Your Board also wishes to thank the co-operation given by Government Departments, the Customs and Excise Departments, Software Technology Park-Mumbai and other government agencies for their continued support. By order of the Board of Directors For UTV Entertainment Television Limited

Place: Mumbai Nitin Dadoo Date: July 25, 2014 Whole Time Director

109 UTV Entertainment Television Limited ANNUALANNUAL REPORTREPORT 2013-142013-14

Exhibit ‘A’

COMPLIANCE CERTIFICATE

CIN: U64200MH2007PLC170405 Authorised Capital : ` 110,500,000/- Paid up Capital : ` 88,721,520/- To, The Members of UTV Entertainment Television Limited 1st Floor, Building No. 14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai - 400 093 We have examined the necessary registers, records, books and papers of UTV Entertainment Television Limited (‘the Company’) required to be maintained under the Companies Act, 1956 & notified sections of the Companies Act, 2013 read with applicable rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for financial year ended March 31, 2014. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year. 1. The Company has kept and maintained all registers as stated in Annexure “A” to this certificate, as per the provisions of Act and the rules made there under and entries therein have been duly recorded. 2. The Company has filed the forms and returns as stated in Annexure “B” to this certificate, with the Registrarof Companies, Maharashtra or such other authorities as required under the Act and the rules made there under. 3. The Company being Public limited Company, hence no comments are required. 4. The Board of Directors duly met 11 (Eleven) times on: 26.06.2013, 19.07.2013, 06.08.2013, 14.08.2013, 14.08.2013, 04.09.2013, 16.09.2013, 23.09.2013, 10.12.2013, 10.01.2014, and 11.03.2014 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded, signed and kept in the Minutes Book maintained for the purpose. Further resolutions were also passed by circulation (2 times) pursuant to Section 289 of the Act on 16.07.2013 and 26.08.2013 in respect of which proper notices along with necessary papers were circulated to all directors in India and the same have been approved by majority of directors. Further the meeting of Audit Committee was held on 04.09.2013 in respect of which meeting, proper notice was given and the proceedings were properly recorded, signed and kept in the Minutes Book maintained for the purpose. 5. The Company, being unlisted Public Limited Company was not statutorily required to close its Register of members, during the period under review. Accordingly the Company has not closed its Register of Members, during the period under review. 6. The Annual General Meeting, of the members for the financial year ended March 31, 2013 was held on 30th September, 2013 after giving notice to the Members of the Company and the resolutions passed thereat were properly recorded in Minutes Book maintained for the purpose. 7. During the financial year under review, 2 (Two) Extra Ordinary General Meetings were held on 06.08.2013 and 14.08.2013 respectively in respect of which meeting’s proper notices were given and the proceedings were properly recorded, signed and kept in the minute’s book maintained for the purpose. 8. The Company has not advanced any loan to its director and or persons or firms or Companies referred in the Section 295 of the Act, save otherwise than exemptions specified by the Act. 9. As informed to us, during the financial year under review, there were no instances attracting provisions of section 297 of the Act, save otherwise than exemptions specified by the Act. 10. The Company was not required to make any entries in the register maintained under Section 301 of the Act, as no transaction of that nature occurred during the period under review. 11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, Members or Central Government. 12. The Company has not issued any duplicate certificates during the financial year under review. 110 111111 ANNUALANNUAL REPORTREPORT 2013-142013-14

13. The Company : (i) has delivered all certificates on allotment & transfer of securities during the period under review, in accordance with provisions of the Act, however no transmission of security has effected during the period under review; (ii) has not declared any dividend during the financial year. (iii) was not required to post warrants for dividends as no dividend was declared. (iv) was not been required to transfer any amounts to the Investor Education & Protection Fund. (v) has complied with the requirements of section 217 of the Act, . 14. The Board of Directors of the Company is duly constituted. Further there were no instances of appointment of any additional or alternate director(s), during the year under review. 15. Pursuant to Section 269 of the Companies Act, 1956, Mr. Nitin Dadoo was appointed as a Whole Time Director w.e.f. August 6, 2013 without remuneration. Except above, there were no other instances of appointment of Managing Director or Manager occured during the financial year under review 16. The Company has not appointed any sole-selling agents during the financial year under review. 17. The Company was not required to obtain any approvals of the Central Government, Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act during the financial year under review. 18. The directors have disclosed their interest in other firms/Companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has alloted 2,19,702 equity shares of ` 10/- each at a premium of ` 1259.50/- to the UTV Global Broadcasting Limited (“UGBL”) during the period under review and has complied with the provisions of Act. 20. The Company has not bought back any shares during the financial year ending March 31, 2014. 21. As the Company does not have any preference share or debenture, no comment is required. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of the provisions of Sections 58A and 58AA read with companies (Acceptance of Deposit) Rules, 1975 during the financial year under review. 24. The Company has not borrowed any amount during the financial year ended March 31, 2014. 25. During the financial year under review, Company has not made any investment or granted loan or issued guarantee and accordingly the provisions of section 372A of the Companies Act, 1956 were not attracted. 26. The Company has not altered the provisions of the memorandum with respect to situation of the Company’s registered office from one state to another during the financial year under review. 27. The Company has not altered the provisions of the memorandum with respect to the objects of the Company during the financial year under review. 28. The Company has not altered the provisions of the memorandum with respect to name of the Company during the financial year under review. 29. The Company has not altered the provisions of the memorandum with respect to share capital of the Company, during the financial year under scrutiny. 30. During the financial year under review, the Company has not altered the provisions of its Articles of Association. 31. As informed to us, there was no prosecution initiated against or show cause notices received by the Company for alleged offenses under the Act and no fines and penalties or any other punishment was imposed on the company during the financial year. 32. The Company has not received any money as security from its employees during the financial year under review. 33. The Company has deposited both employee’s and employer’s contribution to provident fund with prescribed authorities.

Sanjay Parab & Co. Place: Mumbai Company Secretaries Date: July 25, 2014 FCS No. 6613 C. P. No.: 7093

111111 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

Annexure: A Sr. No. Registers maintained by the Company Under Section 01 Register of Charges 143 02. Register of Members (In the From of Index) 150 / 151 03. Minutes Books of Proceedings of: A. General Meetings: 193 B. Meetings of Board of Directors: 04. Register of Contracts, Companies and firms in which Directors are interested. 301(3) 05. Register of Directors 303 06. Register of Directors’ Shareholding 307 07. Register Allotment/ Application Voluntary 08. Register of Transfer Voluntary 09. Register and Returns 163 Annexure: B Sr. E- form No. Purpose SRN No. When filed Whether Filed In Time (Y/N) 1 Form 22B Declaration of beneficial interest in shares under B72212483 08/04/2013 Y section 187C 2 Form 23C Appointment of Cost Auditor. S21375027 26/06/2013 Y 3 Form 23 Registration of Special Resolution passed under B82093626 19/08/2013 Y section 81(1) 4 Form 23 Special Resolution for Appointment of Mr. Nitin B82247081 21/08/2013 Y Dadoo as an Whole time Director. 5 Form 32 Change in Designation of Mr. Nitin Dadoo from B82246273 21/08/2013 Y Director to Whole Time Director 6 Form 25C Return of appointment of managing director or B82328337 22/08/2013 Y whole-time director or manager 7 Form 2 Allotment of shares to UTV Global Broadcasting Limited S21989140 30/08/2013 Y 8 Form 66 For submission of compliance certificate with the Q13030630 10/10/2013 Y Registrar for F.Y. 2012-2013 9 Form 23AC- Filling of Annual Accounts for F.Y 2012-13 Q16710550 25/10/2013 Y XBRL/23ACA-XBRL 6 Form 22B Declaration of beneficial interest in shares under B88899877 12/11/2013 Y section 187C 11 Form 20B Annual Return as on date of AGM (FY 2012-2013) Q23102353 13/11/2013 Y 12 Form 18 Shifting of Registered office B93685857 14/01/2014 Y

Sanjay Parab & Co. Place: Mumbai Company Secretaries Date: July 25, 2014 FCS No. 6613 C. P. No.: 7093 Exhibit ‘B’ Particulars of employees as required under the provision of section 217(2A) of the companies Act, 1956, read with the companies (Particular of Employees) Rules, 1975 and forming part of directors report for the year ended March 31, 2014 Sr. Name Age Designation Qualification Date of Date of Date of Experience in Remuneration No. Birth joining leaving the Company received (`) 1 Mandeep Singh 35 Director - Ad Sales, Post Graduate 28-Jul-79 10-Dec-07 Active 6.8 86,88,752 Kids Channels Diploma in Business Management 2 Manish Dubey 37 Director - UTV Stars, Bachelor of Commerce 16-Jul-77 5-Apr-11 Active 3.5 78,86,904 Content Group 3 Kunal Mukharjee 34 Director - Movie Post Graduate Diploma 11-Oct-79 1-Dec-09 Active 4.9 70,47,217 Channels, Product in Intergrated Marketing Planning Group Communication 4 *Shivaani 40 Director - Music, Diploma in Medical 19-Apr-74 6-Jun-11 14-Feb-14 4 62,67,122 Jaisingh Youth Channels Laboratory Technology 5 *M K Anand 47 Managing Director M.Sc, M.A.M. 1-Jan-67 1-Jul-13 31-Jan-14 5 5,32,22,175 - Media Networks, India * The total remuneration received includes full and final settlement amount 112 113 ANNUAL REPORT 2013-14

INDEPENDENT AUDITORS’ REPORT To the Members of UTV Entertainment Television Limited

Report on the Financial Statements 1. We have audited the accompanying financial statements of UTV Entertainment Television Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report. Management’s Responsibility for the Financial Statements 2. The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the “Act”) read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; (b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 7. As required by ‘the Companies (Auditor’s Report) Order, 2003’, as amended by ‘the Companies (Auditor’s Report) (Amendment) Order, 2004’, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 8. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report arein agreement with the books of account; 113 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Act read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; (e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act. For Price Waterhouse & Co., Bangalore Firm Registration No. 007567S Chartered Accountants

Uday Shah Mumbai Partner July 25, 2014 Membership No. 046061

Annexure to Independent Auditors’ Report

Referred to in paragraph 7 of the Independent Auditors’ Report of even date to the members of UTV Entertainment Television Limited on the financial statements as of and for the year ended March 31, 2014. i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. (b) The fixed assets of the Company have been physically verified by the Management during the year.The discrepancies noticed on such verification were not material and have been properly dealt with in the books of account. In our opinion, the frequency of verification is reasonable. (c) In our opinion, the Company has disposed off a substantial part of fixed assets during the year. On the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, in our opinion, the disposal of the said part of fixed assets has not affected the going concern status of the Company. ii. (a) The inventory has been physically verified (Programming and Film Rights verified with reference to title documents/ agreements) by the Management during the year. In our opinion, the frequency of verification is reasonable. (b) In our opinion, the procedures of physical verification of inventory followed by the Management are reasonable and adequate in relation to the size of the Company and the nature of its business. (c) On the basis of our examination of the inventory records, in our opinion, the Company is maintaining proper records of inventory. No discrepancies were noticed on physical verification of inventory as compared to book records. iii. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (b), (c) and (d) of the said Order are not applicable to the Company. (b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (f) and (g) of the said Order are not applicable to the Company. iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of inventory and fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system. v. According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act. vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. vii. The Walt Disney Company (Ultimate Parent Company) has designed management audit system for all of its group companies in India. According to a phased programme designed to cover all significant business process of the Company over a period of 3 years, certain business processes are covered in the current year for management audit. Based on a phased program, in our opinion, the Company has an internal audit system commensurate with its size and the nature of its business. viii. We have broadly reviewed the books of account maintained by the Company in respect of services where, pursuant to the rules made by the Central Government of India, the maintenance of cost records has been prescribed under clause 114 115 ANNUAL REPORT 2013-14

(d) of sub-section (1) of Section 209 of the Act, and are of the opinion that, prima facie, the prescribed accounts and records have been made and maintained. We have not, however, made a detailed examination of the records with a view to determine whether they are accurate or complete. ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues in respect of income tax though there have been a slight delay in a few cases, and is regular in depositing the undisputed statutory dues, including provident fund, investor education and protection fund, employees’ state insurance, sales tax, wealth tax, service tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, wealth tax, service tax, customs duty and excise duty which have not been deposited on account of any dispute. The particulars of dues of income tax as at March 31, 2014 which have not been deposited on account of a dispute, are as follows: Name of the statute Nature of dues Amount Period to which the Forum where the (` in million) amount relates dispute is pending Income Tax Act, 1961 Income Tax 45.50 Assessment Years Income Tax Appellate 2008-09, 2009-10 Tribunal 2010-11 and 2011-12 Income Tax Act, 1961 Income Tax 19.27 Assessment year Commissioner of 2011-12 Income tax (appeals) x. The accumulated losses of the Company exceeds fifty percent of its net worth as at March 31, 2014 and it has incurred cash losses in the financial year ended on that date and in the immediately preceding financial year. xi. According to the records of the Company examined by us and the information and explanation given to us, the Company has not defaulted in repayment of dues to any financial institution or bank as at the Balance Sheet date. xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company. xiii. As the provisions of any special statute applicable to chit fund/ nidhi/ mutual benefit fund/ societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company. xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company. xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company. xvi. In our opinion, and according to the information and explanations given to us, the term loans have been applied for the purposes for which they were obtained. xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that no funds raised on short-term basis have been used for long-term investment. xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company. xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company. xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company. xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management. For Price Waterhouse & Co., Bangalore Firm Registration No. 007567S Chartered Accountants Uday Shah Mumbai Partner July 25, 2014 Membership No. 046061 115 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

Balance Sheet as at March 31, 2014 (All amounts in ` million, unless otherwise stated)

As at As at Note March 31, 2014 March 31, 2013 EQUITY AND LIABILITIES Shareholders’ Funds Share Capital 3 88.72 86.52 Reserves and Surplus 4 (307.67) 124.12 (218.95) 210.64 Non-Current Liabilities Long-term Borrowings 5 1,267.26 1,267.26 Long-term Provisions 6 11.49 15.95 1,278.75 1,283.21 Current Liabilities Short-term Borrowings 7 1,252.45 688.93 Trade Payables 8 436.33 559.68 Other Current Liabilities 9 86.63 48.72 Short-term Provisions 10 5.80 2.72 1,781.21 1,300.05 Total 2,841.01 2,793.90

ASSETS Non-current Assets Fixed Assets 11 Tangible Assets 27.85 43.19 Intangible Assets 9.02 14.65 36.87 57.84 Long-term Loans and Advances 12 258.31 234.99 258.31 234.99 Current Assets Inventories 13 1,842.36 1,781.69 Trade Receivables 14 423.49 494.69 Cash and Bank balances 15 9.71 1.89 Short-term Loans and Advances 16 260.02 222.80 Other Current Assets 17 10.25 - 2,545.83 2,501.07 Total 2,841.01 2,793.90

The notes are an integral part of these financial statements. This is the Balance Sheet referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Nitin Dadoo Sameer Ganapathy Partner Director Director Membership No. 046061 Puneet Juneja Company Secretary Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014 116 117 ANNUAL REPORT 2013-14

Statement of Profit and Loss for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated)

Year ended Year ended Note March 31, 2014 March 31, 2013 REVENUE Revenue from Operations (Net) 19 1,385.50 1,279.05 Other Income 20 8.92 0.01

Total Revenue 1,394.42 1,279.06

EXPENSES Direct Cost 21 1,333.57 1,612.94 Employee Benefit Expenses 22 265.87 227.11 Finance Costs 23 214.29 129.79 Depreciation and Amortisation Expenses 24 17.52 21.84 Other Expenses 25 271.67 254.45

Total Expenses 2,102.92 2,246.13

Loss before tax (708.50) (967.07) Tax Expense Deferred Tax - (377.96)

Loss for the year (708.50) (1,345.03)

Loss per equity share: [Nominal Value per 29 share: ` 10 (2013: ` 10)] Basic/Diluted (in `) (80.60) (185.03)

The notes are an integral part of these financial statements. This is the Statement of Profit and Loss referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Nitin Dadoo Sameer Ganapathy Partner Director Director Membership No. 046061 Puneet Juneja Company Secretary Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014

117 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

Cash Flow Statement for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated)

Year ended Year ended March 31, 2014 March 31, 2013 A. CASH FLOW FROM OPERATING ACTIVITIES Loss before tax (708.50) (967.07) Adjustments for: Depreciation, amortisation and impairment 17.52 21.84 Amortisation of programmes and films 1,016.66 668.84 Loss on disposal of fixed assets (net) 4.42 0.87 Interest Expenses (Net) 214.29 129.79 Provision for doubtful debts/(written back) 7.01 4.57 Bad debts written off 0.51 0.39 Fixed Assets written off 9.45 10.11 Provision for Gratuity 1.80 2.34 Provision for Compensated Absences (3.02) 11.23 Unrealised foreign exchange (gain)/loss 1.17 0.31 Operating profit before working capital changes 561.31 (116.78) Adjustments for: Increase/(Decrease) in trade payables (124.81) (272.76) Increase/(Decrease) in liabilities and provisions 31.28 (80.53) (Increase)/Decrease in loans and advances (34.86) 97.80 (Increase)/Decrease in other current assets (10.25) - (Increase)/Decrease in trade receivables 63.98 (191.99) (Increase)/Decrease in inventories (1,077.33) (1,152.68) Cash used in operations (590.69) (1,716.93) Taxes paid (net of refunds) (25.65) (43.37) Net cash used in Operating Activities (616.34) (1,760.30) B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of tangible/intangible assets (10.44) (24.04) Sale of tangible/intangible assets - 12.27 Net cash used in Investing Activities (10.44) (11.77) C. CASH FLOW FROM FINANCING ACTIVITIES Proceeds from issue of equity shares 278.91 3,257.00 Redemption of preference shares - (2,047.00) Borrowing/(Repayment) of Term Unsecured loans (Net) 563.52 688.93 Interest paid (Net) (207.83) (127.34) Net cash from Financing Activities 634.60 1,771.59 Net Increase/(Decrease) In Cash And Cash Equivalents (A+B+C) 7.82 (0.48) Cash and cash equivalents at the beginning of the year 1.89 2.37 Cash and cash equivalents at the end of the year 9.71 1.89 Cash and cash equivalents comprise of: Cash on hand 0.05 0.04 Balance with Banks 9.66 1.85 Total 9.71 1.89 Footnotes: 1. The Cash Flow Statement has been prepared under the “Indirect method” as set out in Accounting Standard - 3 on Cash Flow Statements. 2. Previous year’s comparatives have been reclassified to conform with the current year’s presentation, wherever applicable. This is the Cash Flow Statement referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Nitin Dadoo Sameer Ganapathy Partner Director Director Membership No. 046061 Puneet Juneja Company Secretary Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014 118 119 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 1. General Information UTV Entertainment Television Limited (“UETL/the Company”) was incorporated in India as a Public Limited Company under the Companies Act, 1956 on April 28, 2007. The Company is a 100% subsidiary of UTV Global Broadcasting Limited (“UGBL”) which in turn is the subsidiary of UTV Software Communications Limited (“USCL”). The Company owns and operates four channels namely ‘UTV Movies’, ‘UTV World Movies’, ‘UTV Stars’ and ‘Disney Junior’. 2. Summary of significant accounting policies 2.1 Basis of preparation These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to circular 15/2013 dated September 13,2013 read with circular 08/2014 dated April 4,2014, till the Standard of Accounting or any addendum thereto are prescribed by Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] and the other relevant provisions of the Companies Act, 1956. All assets and liabilities have been classified as current or non-current as per the Company’s normal operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current or non- current classification of assets and liabilities. 2.2 Tangible Assets Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any. Subsequent expenditures related to an item of fixed asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit and Loss. Depreciation is provided based on the following estimated useful lives of fixed assets, on the straight line method. On additions, depreciation is provided for the full month irrespective of the date of addition during the month. On assets discarded, demolished or destroyed during the month, depreciation is calculated upto the month of such deletions. Asset Useful Life (in years) Plant and Machinery 10 Office Equipments 5 Computers 3 These useful lives are based on estimates approved by the Management. In case of tangible assets, the aforesaid useful lives are lower than the implied lives arrived on the basis of the rates as prescribed under Schedule XIV to the Companies Act, 1956. Assets individually costing ` 301,250 (equivalent to USD 5,000) or less are written off to the Statement of Profit and Loss in the year of acquisition without being capitalised. 2.3 Intangible Assets Intangible Assets are stated at acquisition cost, net of accumulated amortization and accumulated impairment losses, if any. Intangible assets are amortised on a straight line basis over their estimated useful lives. The amortisation period and the amortisation method are reviewed at least at each financial year end. If the expected useful life of the asset is significantly different from previous estimates, the amortisation period is changed accordingly. Useful life of intangible asset is stated below: Asset Useful Life (in years) Computer Software 3 EPG License 10 Gains or losses arising from the retirement or disposal of an intangible asset are determined as the difference between the net disposal proceeds and the carrying amount of the asset and recognised as income or expense in the Statement of Profit and Loss. 2.4 Impairment Assessment is done at each Balance Sheet date as to whether there is any indication that an asset (tangible and intangible) may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets 119 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. 2.5 Inventories Inventories comprise of commissioned programs, acquired/licensed programs and films. The cost of inventories comprises cost of purchase and other significant costs incurred in bringing the inventories to a state of being telecast. Inventories are stated at the lower of cost (cost less accumulated amortization/impairment) or realisable value. Company amortises the cost of commissioned programs on telecast based on management estimate of revenue potential. The cost of acquired/licensed programs and films is amortised over the license period from the date of commencement of license period/acquisition. The Company evaluates the realizable value and/or revenue potential of inventory on an annual basis, based on market conditions and future demand and appropriate write down is made in cases where accelerated write down is warranted. 2.6 Foreign Currency Translation The transactions in foreign exchange are accounted at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities as at the Balance Sheet date are translated at the rate of exchange prevailing at the date of the Balance Sheet. Non-monetary foreign currency items are carried at cost. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss. 2.7 Revenue recognition Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. a) Advertisement sales revenue is recognised when the related advertisement or commercial appears before the public i.e. on telecast. b) Subscription income for the distribution of the channels is recognised when the services are provided in accordance with the terms of the agreement and for which there is reasonable certainty of ultimate collections. c) Revenue from syndication of program is recognised on delivery of the program to the Licensee. 2.8 Other Income Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. 2.9 Employee Benefits Defined Contribution Plan: The Company contributes on a defined contribution basis to Employees’ Provident Fund and Maharashtra Labour Welfare Fund towards post employment benefits, all of which are administered by the respective Government authorities, and has no further obligation beyond making its contribution, which is expensed in the year to which it pertains. Defined Benefit Plan: The Company has a Defined Benefit Plan namely Gratuity (the “Gratuity Plan”) for all its employees. The Company provides for gratuity covering eligible employees in accordance with the Payment of Gratuity Act, 1972. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise. Compensated Absences: Accumulated compensated absences, which are expected to be availed within 12 months from the end of the year end are treated as short-term employee benefits. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of the unused entitlement as at the year end. Accumulated compensated absences, which are expected to be availed beyond 12 months from the end of the year end are treated as other long-term employee benefits. The Company’s liability is actuarially determined 120 121 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise. 2.10 Current and Deferred Tax Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions. Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets are not recognised in case there is unabsorbed depreciation or carry forward of losses under tax laws, unless there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company reassesses unrecognised deferred tax assets, if any. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws. Minimum Alternative Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing evidence that the Company will pay normal income tax during the specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a convincing evidence to the effect that the Company will pay normal income tax during the specified period. 2.11 Provisions and Contingent Liabilities Provisions: Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value. Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. 2.12 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the periods in which the results are known/materialize. 2.13 Leases Lease rentals in respect of assets taken on Operating Lease are charged to the Statement of Profit and Loss in terms of the lease agreement. 2.14 Cash and Cash Equivalents In the cash flow statement, cash and cash equivalents includes cash on hand, demand deposits with banks. 2.15 Earnings Per Share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the Company’s earnings per share is the net profit for the period after deducting preference dividends and any attributable tax thereto for the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

121 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 3. Share Capital As at As at March 31, 2014 March 31, 2013 Authorised: 9,550,000 (March 31, 2013: 9,550,000) equity shares of ` 10 each 95.50 95.50 1,500,000 (March 31, 2013: 1,500,000) 1% Non Cumulative, Convertible 15.00 15.00 and/or Redeemable Preference Shares of ` 10 each Issued, Subscribed and Paid-up: 8,872,152 (March 31, 2013: 8,652,450) Equity shares of ` 10 each fully paid-up 88.72 86.52 Total 88.72 86.52 (a) Reconciliation of number of shares outstanding at the beginning and at the end of the reporting period: Equity Shares: As at As at March 31, 2014 March 31, 2013 Numbers Amount Numbers Amount Balance at the beginning of the year 86,52,450 86.52 55,74,000 55.74 Add: Shares issued to UTV Global Broadcasting 2,19,702 2.20 30,78,450 30.78 Limited, holding Company Balance as at the end of the year 88,72,152 88.72 86,52,450 86.52

Preference Shares: As at As at March 31, 2014 March 31, 2013 Numbers Amount Numbers Amount Balance at the beginning of the year - - 8,90,000 8.90 Less: Redemption of preference shares - - 8,90,000 8.90 Balance as at the end of the year - - - - (b) Rights, preferences and restrictions attached to Equity shares: The company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding. (d) Details of shares held by the Holding Company/ shareholders holding more than 5% of the aggregate shares in the Company: As at As at March 31, 2014 March 31, 2013 Numbers Amount Numbers Amount Equity Shares: UTV Global Broadcasting Limited and it’s Nominees 88,72,152 88.72 86,52,450 86.52 (100%) (100%)

4. Reserves and Surplus As at As at March 31, 2014 March 31, 2013 Securities Premium Account Opening Balance 3,476.18 2,288.06 Add: Amounts received pursuant to issue of 219,702 276.71 3,226.22 equity shares of ` 10 each at premium of ` 1,259.5 per share (March 31, 2013: 3,078,450 shares at a premium of ` 1048 per share) [Also refer Note 3 (a)] Less: Amount paid pursuant to redemption of Preference Shares - 2,038.10 (March 31, 2013: 890,000 preference shares of ` 10 each at premium of ` 2,290 per share) Balance as at the end of the year 3,752.89 3,476.18 Deficit in Statement of Profit and Loss Balance as at the beginning of the year (3,352.06) (2,007.03) Loss for the year (708.50) (1,345.03) Balance as at the end of the year (4,060.56) (3,352.06) Total (307.67) 124.12 122 123 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 5. Long-term Borrowings As at As at March 31, 2014 March 31, 2013 Unsecured: Term Loan from Bank 850.00 850.00 Loan from Intermediate Holding Company 417.26 417.26 Total 1,267.26 1,267.26 Nature of Guarantee and terms of repayment for unsecured borrowings (a) Nature of Guarantee: Loan from Bank aggregating ` 850 million (March 31, 2013: 850 million) has been guaranteed by Disney Enterprises, Inc., USA. (b) Terms of Repayment: Loans from bank and intermediate Holding Company are repayable after 3 years from the original drawdown date. Interest rate on bank borrowing is Base Rate plus 40 basis points and on borrowing from intermediate Holding Company is 9.80% per annum.

6. Long-term Provisions As at As at March 31, 2014 March 31, 2013 Provision for Employee Benefits [Refer Notes 22(b) and 22(c)] Provision for Gratuity 6.09 4.95 Provision for Compensated Absences 5.40 11.00 Total 11.49 15.95

7. Short-term Borrowings As at As at March 31, 2014 March 31, 2013 Unsecured: Cash Credit facility from Banks 1,252.45 688.93 Total 1,252.45 688.93

8. Trade Payables As at As at March 31, 2014 March 31, 2013 Trade Payables (Refer note 32) 436.33 559.68 Total 436.33 559.68

9. Other Current Liabilities As at As at March 31, 2014 March 31, 2013 Interest accrued and not due on borrowings 8.91 2.45 Income received in advance 2.75 6.34 Advance from customers 7.67 4.95 Employee Benefits payable 13.69 9.48 Payable to Group Companies 23.78 - Statutory dues (including Provident Fund and Tax Deducted at Source) 29.72 25.40 Other liabilities 0.11 0.10 Total 86.63 48.72

10. Short-term Provisions As at As at March 31, 2014 March 31, 2013 Provision for employee benefits: [Refer Notes 22(b) and 22(c)] Provision for Gratuity 0.77 0.27 Provision for Compensated Absences 5.03 2.45 Total 5.80 2.72 123 UTV Entertainment Television Limited ANNUAL REPORT 2013-14 0.91 0.91 9.61 9.61 4.82 0.73 5.04 4.82 31.91 31.91 43.19 43.19 14.65 14.65 2013 March 31, 31, March - - Net Block 9.02 0.52 8.50 0.29 1.54 27.85 27.85 26.02 14.65 43.19 2014 March 31, - - 6.24 6.24 8.78 5.36 0.28 2.54 20.47 20.47 20.37 20.37 48.99 26.11 2014 March 31, - - 0.21 0.21 1.96 1.96 0.80 35.14 35.14 10.01 10.01 16.85 16.85 16.85 16.85 11.23 11.23 11.73 11.73 Disposals 1.11 4.15 4.15 3.86 0.09 5.26 4.00 3.79 0.52 6.25 15.59 15.59 12.26 For the year For Depreciation/Amortisation 7.36 7.36 0.13 0.13 1.72 1.43 28.41 28.41 11.37 11.37 20.37 20.37 14.92 14.92 18.94 18.94 48.99 33.39 2013 April 1, - - 0.57 0.57 6.76 6.76 6.90 17.80 17.80 46.49 53.96 35.02 92.18 11.04 2014 March 31, - - 0.86 2.06 17.22 17.22 17.22 17.22 12.18 12.18 39.21 39.21 10.28 10.28 13.83 13.83 13.93 13.93 Disposals ------0.99 0.99 Gross Block 13.93 13.93 Additions ) 0.86 2.63 16.19 16.19 12.18 12.18 92.18 92.18 92.18 92.18 11.04 11.04 60.32 35.02 23.98 35.02 2013 April 1, tatements Refer Notes 2.2, 2.3 and 2.4 Notes ( Refer ` million, unless otherwise stated) Tangible Assets (Own Assets) Tangible Leasehold Improvements and Fixtures Furniture Fixed Assets Fixed Particulars Office Equipments 2013 31, March Plant and Machinery Total Computers Computers Intangible Assets (Own Assets) Software Computer EPG License Total March 31, 2013 31, March 11. S to the F inancial N otes (All amounts in 124 125 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

12. Long-term Loans and Advances As at As at March 31, 2014 March 31, 2013 Unsecured and considered good unless otherwise stated: Security Deposits 13.26 15.60 Other Loans and Advances Advance Income Tax [Net of provision of ` 118.64 126.41 100.75 (March 31, 2013: ` 118.64)] MAT Credit Entitlement 118.64 118.64 Total 258.31 234.99

13. Inventories (Refer Note 2.5) As at As at March 31, 2014 March 31, 2013 Unamortised cost of Programs and flims 1,842.36 1,781.69 Total 1,842.36 1,781.69

14. Trade Receivables As at As at March 31, 2014 March 31, 2013 Unsecured, considered good Outstanding for a period exceeding 6 months from the date they are due for payment 59.56 42.31 Others 363.93 452.38 Unsecured, considered doubtful Outstanding for a period exceeding 6 months from the date they are due for payment 12.37 6.12 Others 1.95 1.19 437.81 502.00 Less: Provision for doubtful debts 14.32 7.31 Total 423.49 494.69

15. Cash and Bank Balances As at As at March 31, 2014 March 31, 2013 Cash and Cash equivalents Cash on hand 0.05 0.04 Bank balances: - In current accounts 9.66 1.85 Total 9.71 1.89

16. Short-term Loans and Advances As at As at March 31, 2014 March 31, 2013 Unsecured and considered good unless otherwise stated: Security Deposits 12.60 46.91 Advance to Suppliers 47.81 30.72 Prepaid expenses 5.08 5.10 Balance with Excise and Customs Authorities 194.53 140.07 Total 260.02 222.80

125 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

17. Other Current Assets As at As at March 31, 2014 March 31, 2013 Unbilled Revenue 10.25 - Total 10.25 -

18. Contingent Liabilities (Refer Note 2.11) As at As at March 31, 2014 March 31, 2013 Taxation matters: i. Disputed income tax Appeal before Income tax Appellate Tribunal for 45.50 45.50 demands the Assessment Years 2008-09, 2009-10, 2010- 11 and 2011-12 for withholding taxes in respect of band placment charges ii. Disputed income tax Appeal before Commisioner (Appeals) of Income 19.27 - demands tax for Assessment Year 2011-12 for certain disllowances made by Assessing Officer (a) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending (b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

19. Revenue from Operations (Net) (Refer Note 2.7) Year ended Year ended March 31, 2014 March 31, 2013 Advertisement Sales 1,198.08 955.63 Subscription Income 34.38 305.98 Program Syndication 153.04 17.44 Total 1,385.50 1,279.05

20. Other Income Year ended Year ended March 31, 2014 March 31, 2013 Provision No Longer Required Written Back 7.17 - Net Gain on foreign currency transactions and translations 1.66 - Miscellaneous Income 0.09 0.01 Total 8.92 0.01

21. Direct Cost Year ended Year ended March 31, 2014 March 31, 2013 Amortisation of Programmes and films 1,016.66 668.84 Programming Costs 46.13 15.54 Transmission and Uplinking Costs 175.65 193.32 Distribution Costs - 706.69 Distribution Fees (Refer Note 35) 70.31 - Other Direct Cost 24.82 28.55 Total 1,333.57 1,612.94

126 127 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

22. Employee Benefit Expenses (Refer Note 2.9) Year ended Year ended March 31, 2014 March 31, 2013 Salaries, Allowances and Bonus 249.78 212.36 Contribution to Provident Fund and other funds [Refer note (a) below] 9.59 9.16 Gratuity [Refer note (b) below] 1.80 2.34 Staff Welfare Expenses 4.70 3.25 Total 265.87 227.11

(a) Defined Contribution Plans Amount recognised in Statement of Profit and Loss March 31, 2014 March 31, 2013 Contribution to Provident Fund 9.59 9.16 Contribution to Maharashtra Labour Welfare Fund -* -* Total 9.59 9.16 * Amount is below the rounding off norm adopted by the Company

(b) Defined Benefit Plans The Company provides long-term benefits in the nature of Gratuity to its employees.

(i) Present Value of Defined Benefit Obligation Gratuity (Non-Funded) March 31, 2014 March 31, 2013 Balance at the beginning of the year 5.22 2.88 Interest Cost 0.42 0.25 Current Service Cost 1.39 1.79 Benefits Paid (0.16) - Actuarial (Gain)/Loss (0.01) 0.30 Balance at the close of the year 6.86 5.22

(ii) Fair Value of Plan Assets March 31, 2014 March 31, 2013 Balance at the beginning of the year - - Expected return on plan assets - - Actuarial gain/(loss) - - Benefits Paid - - Contributions by employer - - Balance at the close of the year - -

(iii) Assets and Liabilities recognised in the Balance Sheet March 31, 2014 March 31, 2013 Present Value of Defined Benefit Obligation 6.86 5.22 Less: Fair Value of Plan Assets - - Amount recognised as liability # 6.86 5.22 # Recognised under Long Term Provision (Refer Note 6) 6.09 4.95 Short Term Provision (Refer Note 10) 0.77 0.27 Total 6.86 5.22

127 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

(iv) Expense recognised in Statement of Profit and Loss March 31, 2014 March 31, 2013 Current Service Cost 1.39 1.79 Interest Cost 0.42 0.25 Expected return on plan assets - - Actuarial (Gain)/Loss (0.01) 0.30 Total Expenses 1.80 2.34

(v) Actuarial Assumptions March 31, 2014 March 31, 2013 Per Annum Per Annum Discount Rate 8.75% 8.00% Salary Growth Rate 9.00% 9.00% The discount rates reflects the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligations. The estimates of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority, promotions and other relevant factors, such as demand and supply in the employment market. (vi) Amounts recognised in current year and previous four years March 31, March 31, March 31, March 31, March 31, 2014 2013 2012 2011 2010 Defined Benefit Obligation 6.86 5.22 2.88 0.93 0.25 Plan Assets - - - - - (Surplus)/Deficit 6.86 5.22 2.88 0.93 0.25 Experience adjustment in plan liabilities 0.93 (0.12) 0.97 (0.57) (0.87) Experience adjustment in plan assets - - - - -

(c) The liability for Compensated Absences (Non Funded) is ` 10.43 million (March 31, 2013: ` 13.45 million) March 31, 2014 March 31, 2013 Long Term Provision (Refer Note 6) 5.40 11.00 Short Term Provision (Refer Note 10) 5.03 2.45 Total 10.43 13.45

(d) Certain employees of the Company have been granted Employee Stock Options (ESOPs) and Restricted Stock Units (RSUs) of The Walt Disney Company, USA, the ultimate holding company. During the year ended March 31, 2014, the Company has received debit note/information on the basis of recharge towards ESOPs/RSUs granted by the ultimate holding company to its employees. Consequently, the Company has debited ‘Salaries, Allowances and Other Benefits’ for a sum aggregating ` 23.78 million (March 31, 2013: ` Nil) towards liability to its ultimate holding company. 23. Finance Costs Year ended Year ended March 31, 2014 March 31, 2013 Interest on long-term borrowings 128.21 66.19 Interest on other borrowings 85.96 68.80 Other financial charges 0.12 1.06 Less: Interest Income - (6.26) Total 214.29 129.79

24. Depreciation and Amortisation Expenses Year ended Year ended March 31, 2014 March 31, 2013 Depreciation on Tangible assets 12.26 15.59 Amortisation of Intangible assets 5.26 6.25 Total 17.52 21.84 128 129 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

25. Other Expenses Year ended Year ended March 31, 2014 March 31, 2013 Rent [Net of Recoveries of ` Nil (Previous Year ` 17.94 million)] 0.48 - Rates and taxes 16.40 14.69 Insurance 5.83 5.80 Repairs - others 6.89 2.74 Printing and stationery 0.09 0.74 Postage and freight 1.36 8.40 Legal and professional fees 16.98 5.25 Payment to Auditors - Audit fees 0.60 0.60 - Reimbursement of Expenses 0.01 - Travel, Conveyance and Accommodation 18.40 12.97 Marketing and Advertisement Costs 65.27 126.00 Central Support Expenses 106.44 54.37 Sales Commission 8.14 2.43 Net Loss on foreign currency transactions and translations - 1.00 Loss on Disposal of Tangible and Intangible Assets 4.42 0.87 Fixed Assets written off * 9.45 10.11 Provision for doubtful debts 7.01 4.57 Bad debts written off 0.51 0.39 Miscellaneous expenses 3.39 3.52 Total 271.67 254.45 * In accordance with the policy of the Company to write-off assets individually costing ` 301,250 (equivalent to USD 5,000) or less as stated in Note 2.2, Computers aggregating ` 6.3 million (Previous Year: ` 8.44 million), Computer Software ` 3.07 million (Previous Year: ` 1.63 million), Office Equipment aggregating 0.08 million (Previous Year: ` 0.04 million) have been written off to the Statement of Profit and Loss without being capitalised.

26. Expenditure in Foreign Currency Year ended Year ended March 31, 2014 March 31, 2013 License Fees on content acquisition 8.33 35.33 Programming Costs 24.92 10.47 Central Support Expenses 3.42 11.47 Marketing Expenses 19.92 19.16 Professional Fees 7.41 1.26 Transmission and Uplinking Costs 83.18 52.23 Other Expenses 0.42 2.84 Total 147.60 132.76

27. Earnings in Foreign Currency Year ended Year ended March 31, 2014 March 31, 2013 Advertisement Sales 117.75 57.74 Subscription Income 17.85 - Program Syndication 27.91 - Total 163.51 57.74

129 UTV Entertainment Television Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

28. Segment Reporting The Company has considered the business segment as the primary reporting segment on the basis that the risk and returns of the Company is primarily determined by the nature of services. Consequently the geographical segment has been considered as a secondary segment. The Company is mainly engaged in “Broadcasting business”. This in the context of Accounting Standard 17 on Segment Reporting is considered to constitute a single primary segment. Thus the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year are all as reflected in the financial statements for the year ended March 31, 2014 and as on that date. Geographical segment is considered based on sales within India and outside India.

Secondary Segment: Geographical India Outside India Total Segment March 31, March 31, March 31, March 31, March 31, March 31, 2014 2013 2014 2013 2014 2013 External Revenue 1,221.99 1,221.31 163.51 57.74 1,385.50 1,279.05 Carrying amount of Segment Assets 2,786.49 2,762.07 54.51 31.83 2,841.01 2,793.90

29. Loss Per Share Year ended Year ended March 31, 2014 March 31, 2013 Basic & Diluted Loss after tax (708.50) (1,345.03) Loss attributable to equity shareholders (708.50) (1,345.03) Weighted average number of equity shares outstanding at the year end (Nos.) (for Basic/Diluted EPS) 87,90,892 72,69,256 Loss per share (Basic/Diluted) (`) (80.60) (185.03) Nominal value of shares (`) 10.00 10.00

30. Related Party Transactions (a) Names of related parties and nature of relationship: (i) Ultimate Holding Company: The Walt Disney Company * * All the Global and other entities under the common control of The Walt Disney Company which do not have any transactions with the Company during the year are not disclosed here.

(ii) Intermediate Holding Company: The Walt Disney Company (Southeast Asia) Pte. Limited UTV Software Communications Limited

(iii) Holding Company: UTV Global Broadcasting Limited

(iv) Fellow Subsidiaries of the Company: Genx Entertainment Limited UTV Communications (USA) LLC Indiagames Limited The Walt Disney Company (India) Private Limited Buena Vista International Inc. UTV New Media Limited

(v) Key Management Personnel: Directors: Sameer Ganapathy Nikhil Gandhi Nitin Dadoo 130 131 ANNUAL REPORT 2013-14 ------0.94 0.94 4.08 12.13 12.13 18.65 18.65 Year ended Year March 31, 2013 31, March ------6.24 6.24 8.33 57.24 57.24 58.14 Fellow Subsidiaries Fellow Year ended Year March 31, 2014 ------0.30 20.89 417.26 417.26 305.98 Year ended Year March 31, 2013 31, March ------9.64 10.74 10.74 29.05 Holding Company Holding Year ended Year March 31, 2014 ------4.13 4.13 0.66 15.18 15.18 11.47 11.47 18.18 21.06 21.06 22.52 417.26 417.26 Year ended Year March 31, 2013 31, March ------3.42 28.09 40.67 92.44 22.13 Year ended Year Intermediate Holding Company Intermediate March 31, 2014 ------Year ended Year March 31, 2013 31, March ------2.52 23.78 Ultimate Holding Company Ultimate Year ended Year March 31, 2014 tatements ` million, unless otherwise stated) Purchase of Programs/Services from UTV Software Limited Communications Subscription income from UTV Limited Broadcasting Global The Walt Disney Company Disney Walt The The Walt Disney Company (Southeast Asia) Pte Ltd. Pte Asia) (Southeast Company Disney Walt The Buena Vista International Inc. Vista International Buena of Programs/ServicesSale to UTV Software Limited Communications EntertainmentGenx Limited by Recharged of Common Expenses Share UTV Software Limited Communications UTV Limited Broadcasting Global Pvt. Ltd. (India) Company Disney Walt The to Recharged of Common Expenses Share UTV Software Limited Communications UTV Limited Broadcasting Global EntertainmentGenx Limited Interest by Charged UTV Software Limited Communications from Unsecured Taken Loan UTV Software Limited Communications Unsecured to repaid Loan UTV Limited Broadcasting Global from of Expenses Reimbursement UTV Software Limited Communications EntertainmentGenx Limited UTV Limited Broadcasting Global compensation based share Equity for Accrual 22(d)) Note (Refer Company Disney Walt The Genx EntertainmentGenx Limited Transactions during the year during the year Transactions (b) S to the F inancial N otes (All amounts in 131 UTV Entertainment Television Limited ANNUAL REPORT 2013-14 ------4.08 10.85 10.85 18.65 18.65 Year ended Year March 31, 2013 31, March ------10.55 10.55 44.10 51.58 Fellow Subsidiaries Fellow Year ended Year March 31, 2014 ------175.19 175.19 2,047.00 2,047.00 3,257.00 3,257.00 Year ended Year March 31, 2013 31, March ------51.45 Holding Company Holding 278.91 278.91 Year ended Year March 31, 2014 ------1.86 393.97 393.97 Year ended Year March 31, 2013 31, March ------462.39 Year ended Year Intermediate Holding Company Intermediate March 31, 2014 ------Year ended Year March 31, 2013 31, March ------21.44 Ultimate Holding Company Ultimate Year ended Year March 31, 2014 tatements (Continued) ` million, unless otherwise stated) Issue of Equity Shares of Equity Issue UTV Limited Broadcasting Global The Walt Disney Company (Southeast Asia) Pte Ltd. Asia) Pte (Southeast Company Disney Walt The Redemption of Preference Shares of Preference Redemption UTV Limited Broadcasting Global Outstanding (Net) Balances to Payable Company Disney Walt The UTV Software Limited Communications Pvt. Ltd. (India) Company Disney Walt The Inc. Vista International Buena EntertainmentGenx Limited Receivable from Receivable UTV Limited Broadcasting Global Transactions during the year during the year Transactions (b) S to the F inancial N otes (All amounts in 132 133 ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

31. Leases As a lessee - Operating Lease The Company has operating leases for premises. These lease arrangements range for a period between 11 months and 3 years, which include both cancellable and non-cancellable leases. Most of the leases are renewable for further period on mutually agreeable terms and also include escalation clauses. Year ended Year ended March 31, 2014 March 31, 2013 With respect to all operating leases: Lease payments recognised in the Statement of Profit and Loss during the year 0.48 17.94 With respect to non-cancellable operating leases, the future minimum lease payments are as follows: As at As at March 31, 2014 March 31, 2013 Not Later than one year - 13.72 Later than one year and not later than five year - 2.31 Later than five year - -

32. Dues to Micro and Small Enterprises There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding as at March 31, 2014. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development Act, 2006 has been determined on the basis of information available with the Company.

33. As at March 31, 2014, the net-worth of the Company has substantially eroded mainly due to accumulated losses. Considering the future business plans of the Company, and the intended capital infusion based on the letter of support from The Walt Disney Company (Southeast Asia) Pte. Limited, these financial statements have been prepared on the going concern basis.

34. The Company has undertaken necessary steps to comply with the Transfer Pricing regulations (International and Domestic). The Management is of the opinion that the international and domestic transactions are at arm’s length and at present does not envisage any further tax liability. For the year ended March 31, 2014, the Company will carry out a transfer pricing study to comply with the said regulations.

35. Till previous year the Company was distributing it’s channels through UTV Global Broadcasting Limited (Holding Company), the Company recorded share of subscription revenue and incurred channel placement cost. However, during the current year the Company has entered into channel licensing agreement with Indiacast UTV Media Distribution Private Limited for distribution and placement of its channels. Accordingly, as per the terms of the contract, distribution fees has been recorded in the books of accounts of the Company.

36. During the year, the Company has made losses which has resulted in a temporary use of short-term funds towards funding of losses. The Company has drawn up the revised capital structure and upon implementation of the same such short-term funding will get replaced appropriately.

37. Previous Year Figures The previous year’s figures have been reclassified, wherever considered necessary, to conform to current year’s classification. The notes are an integral part of these financial statements. For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Nitin Dadoo Sameer Ganapathy Partner Director Director Membership No. 046061 Puneet Juneja Company Secretary Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014 133 UTV New Media Limited ANNUAL REPORT 2013-14

ANNUAL REPORT OF UTV New Media Limited FOR FINANCIAL YEAR 2013-14

134 135 ANNUAL REPORT 2013-14

DIRECTORS’ REPORT

Dear Members, Your Company takes pleasure in presenting the seventh Annual Report with the audited Balance Sheet and Profit & Loss Account on the operations of your Company for the financial year ended March 31, 2014. 1. FINANCIAL PERFORMANCE (` in ’000) Particulars March 31, 2014 March 31, 2013 Income Revenue from operations 14,134 50,244 Services 30,056 3,346 Total Income 44,190 53,590 Expenditure Employee Benefit Expenses 12,730 13,178 Depreciation Expenses 510 14,741 Other expenses 8,950 23,526 Total Expenditure 22,190 51,445 Profit/ (loss) before tax 22,000 2,145 Less: Provision for taxation Current Tax Expense for current year 3,600 2,360 (Less): MAT Credit -3,400 -2,360 Tax Expense for previous year 564 --- Profit/(Loss) after Tax 21,236 2,145 2. BUSINESS REVIEW Your Company is a 100% subsidiary of UTV Software Communications Limited and incorporated on September 20, 2007 is into the business of developing and maintaining websites and acquisition and exploitation of digital rights on mobile and digital platforms. 3. DIVIDEND In order to conserve the resources to augment future growth, your directors do not recommend any dividend for the financial year 2013-14. 4. DIRECTORS During the year under review, Mr. Cyril Ferry, Director of the Company, retires by rotation in the ensuing Annual General Meeting and being eligible offer himself for re-appointment. Your Directors recommend the re-appointment. 5. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. Your Company has always believed in providing a safe and harassment free workplace for every individual at workplace. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. A policy on Prevention of Sexual Harassment at Workplace was released during the last financial year. The policy aims to provide protection against sexual harassment at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. An Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment. During the year ended March 31, 2014 no complaint pertaining to sexual harassment was received by the Company. 6. CHANGE OF REGISTERED OFFICE ADDRESS OF THE COMPANY With effect from January 10, 2014 the registered office of your Company has been shifted from 7th Floor, Building No. 11, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093 to 1st Floor, Building No. 14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093. 7. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY The existing Articles of Association (“AOA”) of the Company are based on the Companies Act, 1956 and many of the articles of existing AOA contains references to specific sections of the Companies Act, 1956 and some regulations in the existing AOA are no longer in conformity with the new Companies Act, 2013. Hence, with the new Companies Act, 2013 coming into force and considering most of the sections under the Companies Act, 2013 been notified by the Ministry of Corporate Affairs, it is considered expedient to replace existing AOA by adopting new set of AOA. The Board of Directors of the Company at their meeting held on July 14, 2014 proposed adoption of new set of AOA, subject to approval of the members. Your approval is sought for adoption of new set of AOA vide respective resolution set out in the accompanying notice of Annual General Meeting. 135 UTV New Media Limited ANNUAL REPORT 2013-14

8. AUDITORS M/s. Nisar & Kumar, Chartered Accountants, the Statutory Auditors of your Company, hold office until the conclusion of the ensuing Annual General meeting and are being eligible, offer themselves for re-appointment. The Board recommends the re-appointment of M/s. Nisar & Kumar as Auditors to hold office till conclusion of the next Annual General Meeting and to fix their remuneration. The Company has received their consent stating that their appointment, if confirmed, will be within the limits specified under section 224 (1B) of the Companies Act, 1956 9. AUDITOR’S REPORT The Auditor’s Report to the shareholders does not contain any qualification. 10. FIXED DEPOSIT: Your company has neither accepted nor renewed any fixed deposit in respect of the year under review. As such, no amount of principal and/ or interest is outstanding as on the balance sheet date. 11. SECRETARIAL COMPLIANCE REPORT In accordance with the provisions of section 383A of the Companies Act, 1956 read with the Companies (Compliance Certificate) Rules, 2001, the Company has obtained “Secretarial Compliance Certificate” from a practising company Secretary “M/s. Sanjay Parab & Co.”, Mumbai and same forms part of this Directors’ report, enclosed as Exhibit ‘A’. 12. DIRECTORS' RESPONSIBILITY STATEMENT Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on 31st March, 2014 and of the profit of the Company for the year ended March 31, 2014. (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The annual accounts have been prepared on a going concern basis. 13. PARTICULARS OF EMPLOYEES Particular of employees required to be furnished under section 217(2A) of the Companies Act, 1956 (‘the old Act’) and corresponding section 197 of the Companies Act, 2013 (‘the new act’) and rules thereunder, form part of this report and enclosed as Exhibit ‘B’. 14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO: In terms of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:  Conservation of Energy: Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels and the company has taken adequate measures to reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioners are used only when required. Further the company has spread awareness among the employees on the need to conserve energy which is well adopted by the employees.  Research & Development (R&D): Your Company is into new media space which includes content creation and distribution pipelines for Web and Mobile and requires continuous research and innovation in creating content as part of its regular ongoing business.  Technology Absorption, Adaptation and Innovation Your Company keeps innovating, takes all measures necessary to absorb and adapt latest technology  Foreign Exchange Earnings and Outgo: (Amount in `’000’) Particulars As at March, 2014 As at March, 2013 Expenditure in foreign currency 482 Nil Earnings in foreign currency 345 720 The Company continually explores new and innovative opportunities for the development of export markets and takes adequate steps to increase exports. 15. ACKNOWLEDGMENTS Your Directors place on record their gratitude for the co-operation and support extended to the company by the Bankers members and Business Associates of the company. By order of the Board of Directors For UTV NEW MEDIA LIMITED Mumbai - 400093 Cyril Ferry Monisha Shroff Date: July 14, 2014 Director Director 136 137 ANNUAL REPORT 2013-14

Exhibit ‘A’

COMPLIANCE CERTIFICATE

CIN: U92413MH2007PLC174340 Authorised capital : ` 30,50,00,000/- Paid up Capital : ` 4,50,00,000/- To, The Members of UTV NEW MEDIA LIMITED 1st Floor, Bldg No. 14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (E) Mumbai- 400 093. We have examined the necessary registers, records, books and papers of UTV NEW MEDIA LIMITED (‘the Company’) required to be maintained under the Companies Act, 1956 & notified sections of the Companies Act, 2013 read with applicable rules made there under and the provisions contained in the Memorandum and Articles of Association of the Company for the financial year ended March 31, 2014. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year. 1. The Company has kept and maintained all registers as stated in Annexure "A" to this certificate, as per the provisions of Act and the rules made there under and entries therein have been duly recorded. 2. The Company has filed the forms and returns as stated in Annexure "B" to this certificate, with the Registrar of Companies, Maharashtra or such other authorities as required under the Act and the rules made there under. 3. The Company being Public Limited Company, and accordingly no comments required. 4. The Board of Directors duly met 7 (Seven) times on: 26.06.2013, 09.07.2013, 16.08.2013, 16.09.2013, 16.12.2013, 10.01.2014, and 11.03.2014 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded, signed and kept in the Minutes Book maintained for the purpose. 5. The Company, being unlisted public limited company was not statutorily required to close its Register of members, during the period under review. Accordingly the Company has not closed its Register of members, during the period under review. 6. The Annual General Meeting of the members for the financial year ended March 31, 2013 was held on 30th September, 2013 after giving due notice to the Members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. During the financial year under review, the Company has not convened any Extra-Ordinary General Meeting. 8. The Company has not advanced any loan to its director and or persons or firms or companies referred in the Section 295 of the Act, save otherwise than exemptions specified by the Act. 9. During the financial year there were no transactions attracting provisions of Section 297 of the Companies Act, 1956. 10. The Company was not required to make entry in the register maintained under Section 301 of the Act, as no instance of such nature occured during the period under review. 11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of Directors, Members or Central Government. 12. As informed to us, the Company has not issued any duplicate certificates during the financial year under review. 13. The Company: (i) wherever applicable, has delivered all certificates on lodgment for transfer of shares during the period under review, in accordance with provisions of the Act, however no instance of allotment or transmission of security has effected during the period under review; (ii) has not declared any dividend during the financial year. (iii) was not required to post warrants for dividends as no dividend was declared. 137 UTV New Media Limited ANNUALANNUAL REPORTREPORT 2013-142013-14

(iv) was not been required to transfer any amounts to the Investor Education & Protection Fund. (v) has complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted and the appointment additional directors have been duly made. Further, there were no instances of appointment of an alternate director(s), occurred during the year under review. 15. There were no instances of appointment of Whole-time Director/Managing Director or Manager during the financial year under review. 16. The Company has not appointed any sole-selling agents during the financial year under review. 17. As informed to us, the Company was not required to obtain approvals of Company Law Board, Regional Director, Registrar or such other authorities as may be prescribed under the various provisions of the Act during the financial year under review. 18. The Directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. During the year under review, the Company has not issued any security. 20. The Company has not bought back any shares during the financial year ending March 31, 2014. 21. The Company has not issued any preference shares/debenture during the financial year under review and hence no comments are required. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, right shares and bonus shares pending registration of transfer of shares. 23. The company has not invited/accepted any deposits including any unsecured loans falling within the purview of the provisions of Sections 58A and 58AA read with companies (Acceptance of Deposit) Rules, 1975, during the financial year under review. 24. The amount borrowed by the company during the financial period ended March 31, 2014 are well within the borrowing limits of the Company and the Company has wherever applicable passed necessary resolution in terms of the provisions of Section 293 (1)(d) of the Act, to facilitate the same. 25. During the financial year under review, there were no instances attracting provisions of section 372A of the Companies Act, 1956. 26. The Company has not altered the provisions of the Memorandum of Association with respect to situation of the Company's registered office from one state to another, during the financial year under review. 27. The Company has not altered the provisions of the Memorandum of Association with respect to the objects of the Company during the financial year under review. 28. The Company has not altered the provisions of the Memorandum of Association with respect to name of the company, during the financial year under review. 29. The Company has not altered the provisions of the Memorandum of Association with respect to Authorised Share Capital of the company, during the financial year under scrutiny. 30. During the financial year under review, the Company has not altered the provisions of its Articles of Association. 31. As informed to us, there was no prosecution initiated against or show cause notices received by the company for alleged offenses under the Act and no fines and penalties or any other punishment was imposed on the company during the financial year under review. 32. The Company has not received any money as security from its employees during the financial year under review. 33. The Company has deposited both employee's and employer's contribution to provident fund with prescribed authorities.

SANJAY PARAB & Co. Place: Mumbai Company Secretaries Date: July 14, 2014 FCS No. 6613 C. P. No. 7093

138 139139 ANNUALANNUAL REPORTREPORT 2013-142013-14

Annexure ‘A’

Sr. No. Registers maintained by the Company Under Section 1 Register of Charges 143 2 Register of Members (In the Form of Index) 150 / 151 3 Minutes Books of Proceedings of: A. General Meetings: B. Meetings of Board of Directors: 193 4 Register of Contracts, Companies and firms in which Directors are interested. 301(3) 5 Register of Directors 303 6 Register of Directors’ Shareholding 307 7 Register of Investment / Loan etc. 372A 8 Register Allotment/ Application Voluntary 9 Register of Transfer Voluntary 10 Attendance Book for Board Meetings Voluntary

Annexure ‘B’

Sr. E-Form No. Purpose SRN No. When filed Filed In Time (Y/N) 1 Form 32 Appointment of Mr. Kunal Bharti as an Additional B79032298 10/7/2013 Y Director and Resignation of Mr. Vishal Gondal. 2 Form 32 Change in Designation of Mr. Kunal Bharti and B85971257 4/10/2013 Y Mr. Cyril Ferry in Annual General Meeting. 3 Form 22B Return of beneficial interest B89061642 14/11/2013 Y 4 Form 66 Compliance Certificate for F.Y March 31, 2013 Q12544201 7/10/2013 Y 5 Form 20B Annual Filing – Annual Return as on date of AGM for Q23103757 13/11/2013 Y F.Y March 31, 2013 6 Form 23AC & ACA Balance Sheet and Profit and Loss Account for Q23059744 12/11/2013 N F.Y March 31, 2013 7 Form 18 Change of situation of registered office B93685253 14/01/2014 Y

SANJAY PARAB & Co. Place: Mumbai Company Secretaries Date: July 14, 2014 FCS No. 6613 C. P. No. 7093

Exhibit ‘B’ Particulars of employees as required under the provision of section 217(2A) of the companies Act, 1956, read with the companies (Particular of Employees) Rules, 1975 and forming part of directors report for the year ended 31 March, 2014 Sr. Date of Date of Date of Experience in the Remuneration Name Age Designation Qualification No. Birth joining leaving Company (years) received (`) 1 Lavina 36 Director- Master of Tauro Video & Business Products Administration 10-Nov-78 1-Feb-08 Active 6 77,12,176

139139 UTV New Media Limited ANNUAL REPORT 2013-14

Auditor’s Report to the members of UTV New Media Limited

Report on the Financial Statements We have audited the accompanying financial statements of UTV New Media Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 (“the Act”) read with General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of in ternal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, theauditor considers internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by the management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet,of the state of affairs of the Company as at March 31, 2014; (b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the said order. 2. As required by Section 227 (3) of the Act, we report that: (i) We have obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purposes of our audit; (ii) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (iii) The Balance sheet, Statement of Profit and Loss and Cash Flow Statement dealt with by this report arein agreement with the books of account; (iv) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash Flow Statement comply with the Accounting Standards referred to in sub-section (3C) of Section 211 of the Companies Act, 1956 read with the General Circular 15/2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; (v) On the basis of written representations received from the directors, as on March 31, 2014, and taken on record by the Board of Directors, none of the Directors is disqualified as on March 31, 2014 from being appointed as a director in terms of Clause (g) of sub- section (1) of Section 274 of the Act. For Nisar & Kumar Chartered Accountants F. R. No. 107117W Rachna Agarwal Partner M. No. 071247 Place: Mumbai Date: July 14, 2014 140 141 ANNUAL REPORT 2013-14

Annexure to Auditor’s Report

[Referred to in Para I under Report on Other Legal and Regulatory Requirements’ of the Independent auditor’s to the members of UTV New Media Limited on the financial statements for the year ended March 31, 2014]. i) (a) The Company has maintained proper records showing full particulars including quantitative details and situation of fixed assets. (b) Fixed Assets have been physically verified by the Management during the year, which in our opinion is reasonable having regard to the size of the Company and nature of its assets. No material discrepancies were noticed on such verification. (c) In our opinion and according to the information and explanations given to us, no Fixed Assets have been disposed off during the year, which may affect the going concern. However during the year company has impaired Furniture & Fixture and Office Equipment, which does not affect the going concern. ii) The Company has no inventory as at year end, hence Clause 4(ii) of the order does not apply. iii) The Company has not given/ taken any loans to/ from parties covered under Section 301 of the Act, hence Clauses 4(iii) (a) to (g) of the Order does not apply. iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the Company and the nature of its business with regard to purchase of inventory, fixed assets and with regard to the sale of goods and services. During the course of our audit, we have not observed continuing failure to correct major weakness in internal control. v) In our opinion and according to the information and explanations given to us, no contracts or arrangements that need to be entered into the register maintained under Section 301 ofthe Act have been there during the year. hence clause 4(v) of the Order does not apply. vi) In our opinion and according to the information and explanations given to us, there are no deposits accepted from the public, hence Clause 4(vi) of the Order is not applicable. vii) During the year, the Company did not have an internal audit commensurate with the size and nature of its business. viii) The Company’s Networth and/or Turnover, is less than the minimum threshold prescribed by the Ministry of Corporate Affairs vide Cost Accounting Records Rules notification dated June 3, 2011. Hence, the maintenance of cost records prescribed by the Central Government under Clause (d) of sub-section (1) of Section 209 of the Companies Act, 1956 is not required in the reporting period. ix) (a) According to the information and explanation given to us, in our opinion the Company is generally regular in depositing the undisputed statutory dues including Provident Fund, Employees’ State Insurance, Income Tax. Sales Tax. Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess except instance of delay noticed in deposit of Service Tax. There are no undisputed statutory dues, payable for a period of more than six months from the date they became payable, as at March 31, 2014. (b) According to the information and as per explanations given to us, there are no dues in respect of disputed liability in respect of Provident Fund, Employees’ State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, Excise Duty, Cess and other statutory dues that have been deposited on account of any dispute. x) The accumulated losses at the end of the financial year have exceeded 50% of its Networth. However, the Company has not incurred cash losses during the current financial year or in the immediately proceding financial year. xi) As per information given to us Company has not taken any loans from Banks, financial institutions or debenture holders, hence Clause 4(xi) of the order does not apply. xii) According to the information and as per explanations given to us, the Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities, hence Clause 4(xii) of the order does not apply. xiii) The Company is not a chit fund or a nidhi/ mutual benefit fund/ society, therefore, the Clause 4(xiii) ofthe Order is not applicable to the Company. xiv) The Company is not dealing or trading in share and securities, debentures and other investments, hence Clause 4(xiv) of the order does not apply. xv) In our opinion and according to the information and explanations given to us, the Company has not given any guarantee for Loans taken by others from banks and financial institutions. Hence clause 4(xv) of the order does not apply.

141 UTV New Media Limited ANNUAL REPORT 2013-14

xvi) According to the records of the Company examined by us and on the basis of information and explanations given to us the Company has not taken any term loan during the period, hence Clause 4(xvi) of the order does not apply. xvii) In our opinion and according to the information and explanations given to us and on overall examination of the Balance sheet, we report that there are no funds raised on a short-term basis which have been used for long-term investment. xviii) According to the information and explanations given to us, the Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of Companies Act, 1956. Accordingly, the provisions of Clause 4(xviii) of the order do not apply. xix) The Company has not issued any debentures; hence Clause 4(xix) of the Order is not applicable to the Company. xx) The Company has not raised any money by public issue during the year. Accordingly, paragraph 4(xx) of the Order is not applicable. xxi) Based upon the audit procedures performed by us and on the information and explanations provided by the Management, we report that no fraud on or by the Company has been noticed or reported during the course of our audit.

For Nisar & Kumar Chartered Accountants F. R. No. 107117W Rachna Agarwal Partner M. No. 071247 Place: Mumbai Date: July 14, 2014

142 143 ANNUAL REPORT 2013-14

Balance Sheet as at March 31, 2014

(` in’000) Note No. As at As at March 31, 2014 March 31, 2013 EQUITY AND LIABILITIES Shareholders’ Funds Share Capital 2 45,000 45,000 Reserves and Surplus 3 (189,770) (211,005) (144,770) (166,005)

Non-current Liabilities Long-term Provisions 4 923 1,751

Current Liabilities Trade Payables 5 22,364 41,193 Other Current Liabilities 6 279,817 280,137 Short-term Provisions 7 360 272 302,541 321,602 TOTAL 158,694 157,348

ASSETS Non-current Assets Fixed Assets 8 (i) Tangible Assets 126 696 (ii) Intangible Assets 11 109 137 805 Long-term Loans and Advances 9 51,590 46,193 Current Assets Trade Receivables 10 3,767 21,920 Cash and Bank Balances 11 97,630 73,959 Short-term Loans and Advances 12 5,000 5,342 Other Current Assets 13 570 9,129 106,967 110,350 TOTAL 158,694 157,348 Significant Accounting Policies & Notes to Financial 1-30 Statements

As per our report of even date attached For and on behalf of the Board of Directors For NISAR & KUMAR Chartered Accountants F. R. No. 107117W

Rachna Agarwal Monisha Shroff Kunal Bharti Partner Director Director M. No. 071247 Place: Mumbai Date: July 14, 2014

143 UTV New Media Limited ANNUAL REPORT 2013-14

Statement of Profit and Loss for the year ended March 31, 2014

(` in 000’) Note No. For the year ended For the year ended March 31, 2014 March 31, 2013 REVENUE Revenue from Operations (Net) 14 14,134 50,244 Other Income 15 30,056 3,346 Total Revenue 44,190 53,590

Expenses Employee Benefit Expenses 16 12,730 13,178 Depreciation Expense 8 510 14,741 Other Expenses 17 8,950 23,526 Total Expenses 22,190 51,445

Profit/(Loss) before exceptional and extraordinary items 22,000 2,145 and tax

Exceptional items/Extraordinary items - - Profit/(Loss) Before Tax 22,000 2,145

Tax expense: (a) Current tax expense for current year 3,600 2,360 (b) (Less): MAT credit (3,400) (2,360) (c) Tax expense for previous year 564 – 764 - Profit/(Loss) for the year 21,236 2,145 Earnings per share (of ` 10/- each) Refer Note No. 25) Basic Per Share (`) 4.72 0.48 Diluted Per Share (`) 4.72 0.48 Significant Accounting Policies & Notes to Financial 1-30 Statements

As per our report of even date attached For and on behalf of the Board of Directors For NISAR & KUMAR Chartered Accountants F. R. No. 107117W

Rachna Agarwal Monisha Shroff Kunal Bharti Partner Director Director M. No. 071247 Place: Mumbai Date: July 14, 2014

144 145 ANNUAL REPORT 2013-14

Cash Flow Statement for the year ended March 31, 2014

(` in 000’) For the year ended For the year ended March 31, 2014 March 31, 2013 A. Cash flow from operating activities: Net Profit / (Loss) After tax 21,236 2,143 Adjustments for: Depreciation and Fixed Assets written off 510 14,741 Interest Income (6,581) (2,250) Unrealised Exchange Gain (14) (10) Provision for Employee Retirement benefits (740) 1,462 Loss/(Profit) on sale of Assets – (713) Tax expense 764 – Impairment of Fixed Assets 157 – Creditors Written Back (2,549) – Bad Debts Recovered (4,811) – Provision no longer required written back (16,104) 9,655 Operating Profit / (Loss) before working capital changes (8,132) 25,028 Adjustments for changes in working capital: (Increase)/Decrease in Sundry Debtors 18,167 (6,392) (Increase)/Decrease in Inventories – – (Increase)/Decrease in Loans & Advances (422) (230) (Increase)/Decrease in Other Current Assets 8,559 18,531 Increase/(Decrease) in Trade and Other Payables 4,315 (24,267) Taxes paid (Including Tax Deducted at Source) (5,397) (2,544) Net cash Generated by/(Used) for Operating Activities (A) 17,090 10,126 B. Cash flow from Investing activities: Sale of Fixed Assets – 30,987 Interest Income 6,581 2250 Net cash Generated by/(Used) in Investing Activities (B) 6,581 33,237 C. Cash flow from financing activities: – – Net Increase/(Decrease) in Cash & Cash Equivalents (A) + (B) 23,671 43,363 Opening Cash and Cash Equivalents 73,959 30,596 Closing Cash and Cash Equivalents 97,630 73,959 Notes: 1. The above Cash flow statement has been prepared under the indirect method setout in AS-3 issued by the Institute of Chartered Accountants of India. 2. Figures in brackets indicate cash outgo. This is the Cash Flow Statement referred to in our report of even date.

As per our report of even date attached For and on behalf of the Board of Directors For NISAR & KUMAR Chartered Accountants F. R. No. 107117W

Rachna Agarwal Monisha Shroff Kunal Bharti Partner Director Director M. No. 071247 Place: Mumbai Date: July 14, 2014 145 UTV New Media Limited ANNUAL REPORT 2013-14

Schedules forming part of the Financial Statements for the year ended March 31, 2014 Notes to the financial statements 1. Significant Accounting Policies: (a) Basis of Accounting: The financial statements are prepared and presented under the historical cost convention, on the accrual and prudent basis of accounting, and in accordance with the provisions of the Companies Act, 1956 and comply with the Accounting Standards issued by the Institute of Chartered Accountants of India to the extent applicable. (b) Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosures of contingent liabilities on the dates of financial statements and the reported amounts of revenue and expenses during the reporting period. Differences between actual results and estimates are recognised in the periods in which the results are known/ materialise. (c) Fixed Assets and Depreciation: Fixed assets are stated at cost of acquisition less accumulated depreciation. The Company capitalises all costs relating to the acquisition and installation of fixed assets, including financing costs. Depreciation is provided based on management estimate of useful lives of the fixed assets, on the straight-line method prorata to the period of use or at the rates prescribed in Schedule XIV of the Companies Act, 1956, whichever is higher. Leasehold Improvements are amortised over the period of lease. Intangible Assets are amortised over the useful life estimated by management. Expenditure on maintenance of websites is recognised as an expense when incurred. Enhancement of websites is capitalised only where it is reasonably certain that future economic benefits will be generated in excess of originally assessed standard of performance. Brand and Website are amortised over a period of estimated useful life at the end of each reporting period. Assets acquired after April 1, 2012 and individually costing ` 271,450 (equivalent to USD 5,000) or less are written off to the Statement of Profit and Loss in the year of acquisition without being capitalised. (d) Impairment of assets The carrying amounts of assets are reviewed at each Balance Sheet date for any indication of impairment based on internal/external factors. An impairment loss is recognised wherever the carrying amount of an asset exceeds its estimated recoverable amount. The recoverable amount is greater of the asset’s net selling price and value in use. In assessing the value in use, the estimated future cash flows are discounted to the present value at the weighted average cost of capital. (e) Operating Leases Leases where the less or effectively retains substantially all the risks and benefits of ownership of the leased term, are classified as operating leases. Operating lease payments are recognised as an expense in the Profit and Loss account on a straight-line basis over the lease term. (f) Investments (i) Long-Term investments are stated at cost, except where there is a diminution in value other than temporary, in which case requisite provision is made to write down the carrying value to recognize such decline. (ii) Current investments are carried at cost or fair value, whichever is lower. (g) Revenue Recognition Revenue is recognised to the extent it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. i. Advertisement sales revenue (net of agency commission) is recognised when the related advertisement or commercial appears before the public. ii. Revenues from content distribution are recognised on the delivery of content as confirmed by the reports/ confirmations received from Telecom Operators or other customers. iii. Dividend is recognised when the shareholders’ right to receive payment is established by the balance sheet date. iv. Events Sponsorship revenue is recognised on completing the execution of the activity. (h) Inventories Inventories comprise of the Acquired/Licensed music, movies and program content. The cost of inventories comprises cost of purchase and other significant costs incurred in bringing the inventories to a state of being 146 147 ANNUAL REPORT 2013-14

Schedules forming part of the Financial Statements for the year ended March 31, 2014

ready for distribution. Inventories are stated at the lower of cost (cost less accumulated amortisation/impairment) or realisable value. The cost of licensed content is amortised over its license period based on the anticipated revenues. The carrying value of inventories are continually reviewed by Management and revised at each period-end or when warranted by changing conditions. In the event that management estimates that program(s) may not be exploited for entire License Period or in the event of lower revenue forecasts, an additional amount is provided on such inventory based on realizable value. (i) Foreign Currency Transactions Foreign currency transactions are recorded at the exchange rates prevailing on the date of such transactions. Monetary assets and liabilities as at the Balance Sheet date are translated at the rates of exchange prevailing at the date of the Balance Sheet. Gain/loss arising on account of differences in foreign exchange rates on settlement/translation of monetary assets and liabilities are recognised in the Profit and Loss Account. Non-monetary foreign currency items are carried at cost. (j) Retirement benefits Long-Term Employee Benefits: i. Defined Contribution Plans: The Company has Defined Contribution Plans for post employment benefits in the form of Provident Fund and Employees’ Pension Scheme which are recognised by the Income-tax authorities and administered through the Employees Provident Fund Organisation formed under The Employees’ Provident Funds & Miscellaneous Provisions Act, 1952. Provident Fund which constitutes an insured benefit and Employees’ Pension Scheme are classified as Defined Contribution Plans as the Company has no further obligation beyond making the contributions. The Company’s contributions to Defined Contribution Plans are charged to the Profit and Loss Account as incurred. Company’s contributions paid/payable during the year to Labour Welfare Fund are also recognised in the Profit and Loss Account. There are no other obligations other than the contribution payable to the respective trusts. ii. Defined Benefit Plans (Non-Funded): The Company has Defined Benefit Plans for post employment benefits in the form of Gratuity benefits and Leave Encashment benefits. The liability for Gratuity and Leave Encashment is provided on the basis of valuations, as at the Balance Sheet date, carried out by independent actuary. The actuarial valuation method used by independent actuary for measuring the liability is the Projected Unit Credit method. The obligations are measured as the present value of estimated future cash flows discounted at rates reflecting the prevailing market yields of Indian Government securities where the currency and terms of the Government securities are consistent with the currency and estimated terms of the defined benefit obligation, as at the Balance Sheet date. The estimate of future salary increases takes into account the inflation, seniority, promotion and other relevant factors. Actuarial gains and losses comprise experience adjustments and the effects of changes in actuarial assumptions. Actuarial gains and losses are recognised immediately in the Profit and Loss Account as income or expense. (k) Taxation The Company provides for income tax based on the liability computed in accordance with the provisions of the Income Tax Act, 1961, of India. Deferred Tax is recognised, subject to the consideration of prudence, on timing differences, being the difference between taxable incomes and accounting income that originate in one period and are capable of reversing in one or more subsequent periods. Deferred tax asset including assets arising from unabsorbed depreciation is not recognised unless there is subsequent reversal or virtual certainty that sufficient taxable income will be available against which such deferred tax asset can be realized. (l) Provisions & Contingent Liabilities The Company recognises a provision when there is present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure is made. 147 UTV New Media Limited ANNUAL REPORT 2013-14

Notes forming part of the financial statements (` wherever referred are in (ooo))

Note 2 Share Capital Particulars As at March 31, 2014 As at March 31, 2013 Number of Amount Number of Amount shares shares (a) Authorised Equity shares of ` 10/- each with voting rights 6,500,000 65,000 6,500,000 65,000 Preference shares at ` 10/- per share 24,000,000 240,000 24,000,000 240,000

(b) Issued, Subscribed and fully paid-up 4,500,000 45,000 4,500,000 45,000 Equity shares of ` 10 each with voting rights 4,500,000 45,000 4,500,000 45,000 Total 4,500,000 45,000 4,500,000 45,000

(ii) 4,500,000 (P.Y. 4,500,000) equity shares of ` 10 each are held by UTV Software Communications Limited and its nominee. (iii) The Company has only one class of shares referred to as equity shares having par value of ` 10/- each. Each holder of equity shares is entitled to one vote per share. In the event of liquidation of the Company the holders of equity shares will be entitled to receive the remaining assets of the Company after distribution of all preferential amounts. The distribution will be in proportion of the number of equity shares held by the shareholders. (iv) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting period:

Particulars No. of shares Opening Balance - Number of shares 4,500,000 - Amount (`000) 45,000

Issued during the year Nil

Year ended March 31, 2014 - Number of shares 4,500,000 - Amount (`000) 45,000

(v) None of the above shares are reserved for issue under options/contract/commitments for sale of shares or disinvestment. (vi) Shares alloted,as fully paid-up, pursuant to contracts without payment being effected in cash/ bonus shares/ bought back/ forfeited/ call unpaid in previous five years - NIL. (vii) Details of shares held by each shareholder holding more than 5% shares:

Class of shares/Name of shareholder As at March 31, 2014 As at March 31, 2013 Number of % holding in that Number of % holding in that shares held class of shares shares held class of shares Equity shares with voting rights UTV Software Communications Limited 4,500,000 100% 4,500,000 100% (Holding Company)

148 149 ANNUAL REPORT 2013-14

Notes forming part of the financial statements (` wherever referred are in (ooo))

Note 3 Reserves and surplus Particulars As at As at March 31, 2014 March 31, 2013 Surplus/(Deficit) in Statement of Profit and Loss Opening Balance (211,006) (213,150) Add: Profit/(Loss) for the year 21,236 2,143 Closing Balance (189,770) (211,006)

Note 4 Long-term provisions Particulars As at As at March 31, 2014 March 31, 2013 Provision for Employee Benefits (i) Provision for Gratuity 796 714 (ii) Provision for Leave Encashment 127 1,037 Total 923 1,751

Note 5 Trade payables Particulars As at As at March 31, 2014 March 31, 2013 Trade Payables - Related Party (Refer Note No. 27) 7,079 3,669 - Others 15,285 37,524 Total 22,364 41,193

Note 6 Other Current Liabilities Particulars As at As at March 31, 2014 March 31, 2013 Statutory Remittances 1,697 2,022 Share Application Money Refundable 276,809 276,809 Advance from customers 1,311 1,306 Total 279,817 280,137

Note 7 Short-term provisions Particulars As at As at March 31, 2014 March 31, 2013 Provision for Employee Benefits (i) Provision for Gratuity 244 90 (ii) Provision for Leave Encashment 116 182 Total 360 272

149 UTV New Media Limited ANNUAL REPORT 2013-14 – – 162 162 109 109 135 135 805 399 As at Mar 31, 13 Mar 31, – – – 11 137 805 126 (A-B) NET BLOCK As at Mar 31, 14

(B) 737 737 911 832 As at 3,469 Closing 16,242 16,242 10,293 10,293 82,804 Mar 31, 14

– – – 30

157 127 127 36,154 36,154 4,351 4,351 14,741 14,741 10,390 10,390 Adjustment Deductions/ – 35 98 510 272 272 105 105 Year For the For 14,741 14,741 March 31, 2013 31, March For the year ended the year For ` 157 (in 000’s) as impaired. Accordingly such impairment has been DEPRECIATION/AMORTISATION

98 797 797 806 639 As at 510 412 3,469 10,021 10,021 15,732 15,732 Opening 104,217 104,217 Apr 1, 13

(A) 748 748 911 832 As at 3,469 March 31, 2014 Closing 16,380 16,380 10,420 10,420 83,609 For the year ended the year For Mar 31, 14

– – – 30 157 127 127 66,427 66,427 Adjustment Deductions/ Particulars – – – – – – – COST Additions 748 748 941 959 As at 3,469 16,537 16,537 10,420 10,420 Opening 150,036 150,036 Apr 1, 13 During the year the Company has identifiedFurniture & Fixture and OfficeEquipments of carrying loss. and recognised as impairment reduced from value Previous Year Year Previous Grand Total Grand Total Office Equipments Office Equipments Computers Computers Note 8 Fixed Assets 8 Fixed Note Particulars Depreciation and amortisation: Particulars Note: i) Tangible Assets Tangible Leasehold Improvements & Fixtures Furniture Depreciation and amortisation for the year on tangible assets Depreciation and amortisation the year for Depreciation and amortisation for the year on intangible assets Depreciation and amortisation the year for Depreciation and amortisation Intangible Assets Software Computer of the financial statements part forming N otes are in (ooo)) referred ( ` wherever ii) 150 151 ANNUAL REPORT 2013-14

Notes forming part of the financial statements (` wherever referred are in (ooo))

Note 9 Long-term loans and advances Particulars As at As at March 31, 2014 March 31, 2013 Advance Income Tax (Net of provisions) 42,145 40,148 MAT Entitlement 9,445 6,045 Total 51,590 46,193

Note 10 Trade receivables Particulars As at As at March 31, 2014 March 31, 2013 Trade Receivable outstanding for a period exceeding six months from the date they were due for payment Unsecured considered good 15,214 18,080 Less: Provision for doubtful trade receivables 15,214 (18,080)

Other Trade Receivables Unsecured considered good 3,810 23,906 Less: Provision for doubtful trade receivables 43 1,986 Total 3,767 21,920

Note 11 Cash and Cash equivalents Particulars As at As at March 31, 2014 March 31, 2013 (a) Cash on hand – 25 (b) Balances with banks Current Accounts 7,430 73,934 Term Deposits 90,200 – Total 97,630 73,959

Note 12 Short-term loans and advances (unsecured, considered good) Particulars As at As at March 31, 2014 March 31, 2013 (a) Advance to Supplier 4,000 4,000 (b) Prepaid Insurance 261 282 (c) Balances with government authorities 739 1,060 Total 5,000 5,342

Note 13 Other current assets Particulars As at As at March 31, 2014 March 31, 2013 (a) Unbilled Debtors 191 9,129 (b) Interest accrued but not due on FD TDS receivable 38 – Others 341 – Total 570 9,129

151 UTV New Media Limited ANNUAL REPORT 2013-14

Notes forming part of the financial statements (` wherever referred are in (ooo)) Note 14 Sales and Services Particulars For the year ended For the year ended March 31, 2014 March 31, 2013 Sale of services 14,134 50,244 Total 14,134 50,244

Note 15 Other Income Particulars For the year ended For the year ended March 31, 2014 March 31, 2013 Interest Income 6,581 2,254 Interest on IT Refund – 340 Profit on Sale of Assets – 713 Exchange Gain/Loss 11 39 Credits Written Back 2,549 – Bad debts recovered 4,811 – Provision no longer required written back 16,104 – Total 30,056 3,346

Note 16 Employee benefits expense Particulars For the year ended For the year ended March 31, 2014 March 31, 2013 Salaries and Wages 11,768 12,209 Contribution to provident and other funds 558 526 Gratuity 236 414 Staff welfare expenses 168 29 Total 12,730 13,178

Note 17 Other Expenses Particulars For the year ended For the year ended March 31, 2014 March 31, 2013 License Fees 127 800 Product Development - General 3,526 3,321 Server Hosting, Maintenance & bandwidth charges – 1,184 Other Selling and marketing expenses – 974 Electricity Charges – 135 Rent – 3,677 Service charges 2,900 – Repairs & Maintenance - General 27 669 Insurance 391 433 Rates and Taxes 53 98 Communication 14 77 Travelling and Conveyance 790 870 Printing and stationery – 81 Security charges – 267 Legal and Professional 405 1,021 Payment to Auditors 125 125 Provision for doubtful trade and other receivables, loans and advances – 9,655 Impairment of Fixed Assets 157 – Cleaning Expenses 93 – Facility management service 320 – Miscellaneous Expenses 22 141 Total 8,950 23,528 152 153 ANNUAL REPORT 2013-14

Schedules forming part of the Financial Statements for the year ended March 31, 2014 (` wherever referred are in (ooo)

As at As at March 31, 2014 March 31, 2013 18. Details of Capital work-in-progress NIL NIL 19. Estimated amount of contracts remaining to be executed on capital NIL NIL account and not provided for (Net of advances) 20. Earning in foreign currency: 345 720 21. Expenditure in Foreign Currency 482 –

22. Tax expense Based on the consideration of prudence, the management has not recognised any deferred tax assets for the year on carry forward losses as per the provisions of Accounting Standard 22 –“Accounting for Taxes on Income” issued by the Institute of Chartered Accountants of India. 23. The Financial Statements have been prepared on going concern basis. In the view of Management, the book value of assets and liabilities represents realisable values only. 24. Auditors’ remuneration (excluding service tax) in respect of: Particulars March 31, 2014 March 31, 2013 Audit Fees 75 75 Tax Audit Fees 50 50 Total 125 125 25. Retirement and other employee benefits Retirement Benefits The Company has classified the various benefits provided to employees as under: (i) Defined Contribution Plans: March 31, 2014 March 31, 2013 • Provident Fund The Company has recognised the following amounts in the Profit and Loss Account for the year ended March 31, 2014 Employers’ Contribution to Provident Fund 558 525 (ii) Defined Benefit Plans: • Contribution to Gratuity Fund (Non-Funded Scheme) 236 414 • Leave Encashment (Non-Funded Scheme) (947) 1,116 Included in Staff Cost (Refer Note 16)

In accordance with the Accounting Standard (AS 15) (Revised 2005), actuarial valuation was performed in respect of the aforesaid defined benefit plans based on the following assumptions: • Discount Rate (per annum) 8.75% • Rate of increase in Compensation Levels 10% • Expected average remaining working life 3 years

153 UTV New Media Limited ANNUAL REPORT 2013-14

Schedules forming part of the Financial Statements for the year ended March 31, 2014 (` wherever referred are in (ooo) Year Ended March 31, 2014 March 31, 2013 Gratuity Gratuity (Non-Funded plan) (Non-Funded plan) A Change in the Present Value of Obligation (a) Present Value of Obligation as at April 1, 2013 804 389 (b) Interest Cost 64 32 Current Service Cost 21 59 (d) Benefits Paid - - Actuarial (Gain)/Loss 151 323 (f) Present Value of Obligation as at March 31, 2014 1040 804 B Changes in the Fair value of Plan Assets (a) Present Value of Plan Assets as at April 1, 2013 - - (b) Expected Return on Plan Assets - - Contribution during the year by employer - - (d) Benefits Paid - - Actuarial (Gain)/Loss - - (f) Fair Value of Plan Assets as at March 31, 2014 - - C Reconciliation of the Present Value of Defined Benefit Obligation and the Fair Value of Assets (a) Present Value of Non Funded Obligation as at March 31, 2014 - - (b) Fair Value of Plan Assets as at March 31, 2014 - - Non Funded Liability recognized in the Balance Sheet - - (Included in Long Term Provisions and Short Term Provisions – Refer Note 4 and 7) D Amount recognized in the Balance Sheet (a) Present Value of Obligation as at March 31, 2014 1040 804 (b) Fair Value of Plan Assets as at March 31, 2014 - - Liability recognized in the Balance Sheet 1040 804 E Expenses recognized in the Profit and Loss Account (a) Current Service Cost 21 59 (b) Interest Cost 64 32 Expected Return on Plan Assets - - (d) Net actuarial (Gain)/Loss 151 323 Total Expenses recognized in the Profit and Loss Account 236 414 (Included in Gratuity– Note 16) F Actual return on Plan Assets (a) Expected Return on Plan Assets - - (b) Actuarial loss on Plan Assets - - Actual Return on Plan Assets - - G Percentage of each Category of Plan Assets to total Fair Value of Plan Assets as at March 31, 2014. - - H Experience Adjustment On Plan Liability (gain)/Loss 173 204 On Plan Assets - - I The liability for leave encashment and compensated absences as at Year end is ` 243’(000) (Previous year ` 1219’(000)) The above Information has been certified by actuary.

154 155 ANNUAL REPORT 2013-14

Schedules forming part of the Financial Statements for the year ended March 31, 2014 (` wherever referred are in (ooo) 26. Earnings per Share Particulars For the year ended For the year ended March 31, 2014 March 31, 2013 Earnings per share Basic and Diluted Net profit/(loss) for the year attributable to the equity shareholders 21,236 2,143 Weighted average number of equity shares 4,500,000 4,500,000 Par value per share 10.00 10.00 Earnings per share - Basic and Diluted 4.72 0.48 27. Related Party Disclosures as required by Accounting Standard AS 18” Related Parties Disclosures” issued by the Institute of Chartered Accountants of India are given below: Related Parties Relationship The Walt Disney Company (TWDC) Ultimate Holding Company The Walt Disney Company (Southeast Asia) Pte. Limited (TWDC) Holding Company of holding Company UTV Software Communications Limited Holding Company UTV Global Broadcasting Ltd. Fellow Subsidiary The Walt Disney Company (India) Pvt. Ltd. Key Management Personnel: Monisha Shroff Director Cyril Ferry Director Kunal Bharti (From 9th July, 2013) Director Vishal Gondal (Ceased w.e.f 28th June, 2013) Director Related Parties have been identified by the Management (` in ‘000) Ultimate Holding Company Holding Company Fellow Subsidiary Transactions with Related Parties Year ended Year ended Year ended Year ended Year ended Year ended March 31, March 31, March 31, March31, March 31, March 31, 2014 2013 2014 2013 2014 2013 Expenses Charged by - The Walt Disney Company (TWDC) 482 – - The Walt Disney Company India Pvt. Ltd. 1,700 1,300 - UTV Software Communications Limited 434 2,154 - UTV Global Broadcasting Limited 900 1,900 Expenses Charged to - The Walt Disney Company (TWDC) 143 – Payments Made - UTV Software Communications Limited – 2,782 - UTV Global Broadcasting Limited – 2,966 Share Application Money received/ (Refunded) during the year - UTV Software Communications Limited Outstanding Balance - Payable - The Walt Disney Company (TWDC) 482 – - The Walt Disney Company India Pvt. Ltd. 3,055 1,315 - UTV Software Communications Limited 2,621 2,354 - UTV Global Broadcasting Limited 921 – - Receivable - The Walt Disney Company (TWDC) 90 – 155 UTV New Media Limited

Schedules forming part of the Financial Statements for the year ended March 31, 2014 (` wherever referred are in (ooo) 28. The Company has a single business segment of Digital Media. 29. The Company has not received any information from the suppliers regarding their status under Micro, Small and Medium Enterprises Development Act, 2006 and hence disclosures, relating to amount unpaid at the end of the year and interest payable as required under the said Act, have not been given. 30. The previous year’s figures have been re-grouped/re-arranged, wherever considered necessary.

As per our report of even date attached For and on behalf of the Board of Directors For Nisar & Kumar Chartered Accountants F. R. No. 107117W Rachna Agarwal Monisha Shroff Kunal Bharti Partner Director Director Membership No. 71247 Place: Mumbai Date: July 14, 2014

156 ANNUAL REPORT 2013-14

ANNUAL REPORT OF indiagames Limited FOR FINANCIAL YEAR 2013-14

157 indiagames Limited ANNUAL REPORT 2013-14

DIRECTORS’ REPORT

Dear Members, Your Company takes pleasure in presenting the Fifteenth Annual Report with the audited Balance Sheet and Profit & Loss Account on the operations of your Company for the financial year ended March 31, 2014. UTV Software Communications Limited (“USCL”) holds 56% of the total paid up capital of the Company and balance is held by The Walt Disney Company (Southeast Asia) Pte. Limited (“TWDC (SEA)”). TWDC (SEA) also holds 99.70% of total paid up capital of USCL. 1. FINANCIAL PERFORMANCE (` in Millions) Particulars March 31, 2014 March 31, 2013 Income 1306.54 980.70 Expenses 1251.86 1,023.22 Profit/(Loss) before tax 54.68 (42.52) Tax Expenses 25.46 37.67 Profit/(Loss) after tax 29.22 (80.19) 2. BUSINESS REVIEW Your Company was incorporated on February 1, 2000 and is India’s benchmark mobile and online games company and a leading global mobile game publisher. The Company is engaged in publishing and developing games across various platforms. The Walt Disney Company, incorporated under the law of United States of America is an ultimate holding company of your Company and it manages its interactive business in India through Indiagames Limited. Your Company’s Interactive business is a hub for creation and distribution of high-quality digital content reaching out to millions of users in India. It is responsible for development and delivery of multiplatform games and digital products including apps for multi-brands under The Walt Disney Company - Indiagames, UTV, Disney, Marvel, and Disney. and distributes the content via all mobile operators and various OEM app stores in India and also internationally. The team has created innovative and popular products including the bestselling ‘Cricket Fever game franchise’ (with over 20 million downloads), ‘Chennai Express game’ (with over 7 million downloads), Disney favorites - Mickey Skating Frenzy, Aladdin, Cars and more. The business also provides an interactive gaming experience across television screens through various DTH operators. Leading gaming companies like Electronic Sports and Gameloft work closely with Disney India to distribute their content to Indian consumers. The business believes in making Interactive moments into Disney Memories for the Indian audience. 3. DIVIDEND In order to conserve the resources to augment future growth, your directors do not recommend any dividend for the financial year 2013-14. 4. DIRECTORS During the year under review there has been no change in the composition of the Board of Directors of the Company. Mr. Vishwas Joshi retires by rotation and being eligible your Directors recommend his re-appointment at the ensuing Annual General Meeting. 5. SHIFTING OF REGISTERED OFFICE OF THE COMPANY During the year under review, the registered office of your Company has been shifted twice within the local limits of the State. On September 30, 2013, pursuant to members approval, registered office of the Company has been shifted from Office No. 1, 11th Floor, Viswaroop IT Park, Next to Raghuleela Mall, CIDCO, Vashi Navi Mumbai – 400705 to 7th Floor, Building No. 11, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093 Further, the registered office of the Company again shifted vide Board resolution dated March 14, 2014 from 7th Floor, Building No. 11, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093 to 1st Floor, Building No. 14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (East), Mumbai – 400093 6. AUDIT CUM NOMINATION AND REMUNERATION COMMITTEE The Company has an adequately qualified Remuneration cum Compensation Committee. As on March 31, 2014 the committee comprises Mr. Bhushan Kapadia, Mr. Vishwas Joshi and Ms. Lavina Tauro as members. With effect from April 1, 2014 Remuneration cum Compensation Committee has been re-designated as Audit cum 158 159 indiagames Limited ANNUAL REPORT 2013-14

Nomination and Remuneration Committee with three directors viz., Mr. Bhushan Kapadia, Mr. Vishwas Joshi and Ms. Lavina Tauro as members of the Committee. The current charter of the Audit cum Nomination and Remuneration Committee, after such amendment, is in line with the regulatory requirements mandated by Companies Act, 2013. The Audit cum Nomination and Remuneration Committee primarily recommends appointment, remuneration and terms of appointment of auditors of the Company, review auditors independence, examine financial statement and auditors report, scrutinize inter-corporate loans and investments, monitor end use of funds, oversee composition of remuneration payable to directors, establish Vigil Mechanism and such other functions as may be entrusted by the Board 7. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013. Your Company has always believed in providing a safe and harassment free workplace for every individual at workplace. The Company always endeavours to create and provide an environment that is free from discrimination and harassment including sexual harassment. A policy on Prevention of Sexual Harassment at Workplace was released during the last financial year. The policy aims to provide protection against sexual harassment at workplace and for the prevention and redressal of complaints of sexual harassment and for matters connected therewith or incidental thereto. An Internal Complaints Committee (ICC) was set up from the senior management with women employees constituting majority. The ICC is responsible for redressal of complaints related to sexual harassment. During the year ended March 31, 2014 no complaint pertaining to sexual harassment was received by the Company. 8. TRANSFER OF SHARES On May 5, 2014, The Walt Disney Company (Southeast Asia) Pte. Limited (“TWDC (SEA)”) acquired 87,887 equity shares of the Company, consisting 7.69% of the total paid up capital of your company from CSI BD (Mauritius). Pursuant to the aforesaid acquisition, TWDC SEA hold 44% of total paid up capital of your company and balance 56% is held by UTV Software Communications Limited as on the date of this report. 9. ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY The existing Articles of Association (“AOA”) of the Company are based on the Companies Act, 1956 and many of the articles of existing AOA contains references to specific sections of the Companies Act, 1956 and some regulations in the existing AOA are no longer in conformity with the new Companies Act, 2013. Hence, with the new Companies Act, 2013 coming into force and considering most of the sections under the Companies Act, 2013 been notified by the Ministry of Corporate Affairs, it is considered expedient to replace existing AOA by adopting new set of AOA. The Board of Directors of the Company at their meeting held on July 25, 2014 proposed adoption of new set of AOA, subject to approval of the members. Your approval is sought for adoption of new set of AOA vide respective resolution set out in the accompanying notice of Annual General Meeting. 10. AUDITORS M/s. Price Waterhouse & Co., Chartered Accountants, (Bangalore – FRN:007567S) the present statutory auditors of the Company holds office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. It is proposed to re-appoint them as the statutory auditors of the Company until the conclusion of the next Annual General Meeting. M/s. Price Waterhouse & Co., have under section 224(1B) of the Companies Act, 1956 furnished the certificate of their eligibility for re-appointment. 11. AUDITORS REPORT The Auditors report to the shareholders does not contain any qualification. 12. FIXED DEPOSIT: Your company has neither accepted nor renewed any fixed deposit in respect of the year under review. 13. COMPLIANCE CERTIFICATE The Company has obtained the Compliance Certificate as per provisions of Section 383A of the Companies Act, 1956 from a practicing company secretary and is attached to this directors report as Exhibit ‘A’. 14. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO In terms of section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, the Directors furnish herein below the required additional information:

158 159 indiagames Limited ANNUAL REPORT 2013-14

 Conservation of Energy: Although the operations of the Company are not energy intensive operations, it continues to adopt energy conservation measures at all operational levels and the company has taken adequate measures to reduce the energy consumption by using energy efficient hardware and other equipment. Air conditioners are used only when required. Further the company has spread awareness among the employees on the need to conserve energy which is well adopted by the employees.  Research & Development (R&D): The Company is in interactive business, engaged in creation & distribution of high-quality digital content and carries out research and innovation in various segments of digital products as part of its regular ongoing business.  Technology Absorption, Adaptation and Innovation Your Company keeps innovating, takes all measures necessary to absorb and adapt latest technology.  Foreign Exchange Earnings and Outgo: (` in million) Particulars As at As at March 31, 2014 March 31, 2013 Earnings in foreign Currency 45.50 29.47 Expenditure in foreign Currency 191.03 221.43 The Company continually explores new and innovative opportunities for the development of export markets and take adequate steps to increase exports. 15. PARTICULARS OF EMPLOYEES Particular of employees required to be furnished under section 217(2A) of the Companies Act, 1956 (‘the old Act’) and corresponding section 197 of the Companies Act, 2013 (‘the new act’) and rules thereunder, form part of this report and enclosed as Exhibit ‘B’. 16. DIRECTORS’ RESPONSIBILITY STATEMENT Pursuant to the requirements of section 217 (2AA) of the Companies Act, 1956 the Board of Directors hereby state: (a) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2014 and of the profit of the Company for the year ended March 31, 2014. (c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (d) The annual accounts have been prepared on a going concern basis. 17. ACKNOWLEDGMENTS Your Directors place on record their gratitude for the co-operation and support extended to the Company by the Bankers members and Business Associates of the company.

By order of the Board of Directors For INDIAGAMES LIMITED

Bhushan Kapadia Vishwas Joshi Director Director Place: Mumbai Date: July 25, 2014

160 161 indiagames Limited ANNUAL REPORT 2013-14

Exhibit ‘A’ COMPLIANCE CERTIFICATE

CIN: U72900MH2000FLC123970 (11 – 123970) Authorised Capital : ` 1,25,00,000/- Paid-up Capital : ` 1,14,28,600/- To, The Members of Indiagames Limited 1st Floor, Building No. 14, Solitaire Corporate Park, Guru Hargovindji Marg, Chakala, Andheri (E), Mumbai - 400093 We have examined the necessary registers, records, books and papers of Indiagames Limited (‘the Company’) required to be maintained under the Companies Act, 1956 & notified sections of the Companies Act, 2013 read with applicable rules made there under and notified sections of the Companies Act, 2013 to the extent applicable and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for financial year ended on March 31, 2014. In our opinion and to the best of our information and according to the examinations carried out by us and explanations furnished to us by the Company, its officers and agents, we certify that in respect of the aforesaid financial year. 1. The Company has kept and maintained all registers as stated in Annexure “A” to this certificate, as per the provisions of Act and the rules made there under and entries therein have been duly recorded. 2. The Company has filed the forms and returns as stated in Annexure “B” to this certificate, with the Registrarof Companies, Maharashtra or such other authorities as required under the Act and the rules made there under. 3. The Company being Public Limited Company, hence no special comments are required. 4. The Board of Directors duly met 04 (Four) times on: 26.06.2013, 04.09.2013, 31.12.2013 and 14.03.2014 respectively, in respect of which meetings proper notices were given and the proceedings were properly recorded, signed and kept in the minutes book maintained by the Company. Further Resolutions were also passed by circulation (2 times) pursuant to Section 289 of the Act on 22.07.2013, and 26.08.2013 in respect of which resolutions, proper notices along with necessary papers were circulated to all directors in India and the same have been approved by majority of directors. 5. The Company, being unlisted Public Limited Company was not statutorily required to close its Register of members, during the period under review. Accordingly the company has not closed its Register of members, during the period under review. 6. The Annual General Meeting, of the members for the financial year ended March 31, 2013 was held on 30th September, 2013 after giving due notice to the Members of the Company and the resolutions passed thereat were duly recorded in Minutes Book maintained for the purpose. 7. During the financial year under review, no extra ordinary general meeting was held. 8. The Company has not advanced any loan to its director and or persons or firms or companies referred in the Section 295 of the Act, save otherwise than exemptions specified by the Act. 9. As informed to us, during the financial year under review, as reported, there were no instances attracting provisions of Section 297 of the Act, save otherwise than exemptions specified by the Act. 10. The Company was not required to make any entries in the register maintained under Section 301 of the Act, as no transaction of that nature occurred during the period under review. 11. As there were no instances falling within the purview of Section 314 of the Act, and hence the Company has not obtained any approvals from the Board of Directors, Members or Central Government. 12. The Company has not issued any duplicate certificates during the financial year under review. 13. The Company : (i) has not received any request for transfer or transmission of securities or has issued any security during period under review. (ii) has not declared any dividend during the financial year.

160 161 indiagames Limited ANNUAL REPORT 2013-14

(iii) was not required to post warrants for dividends as no dividend was declared. (iv) was not required to transfer any amounts to the Investor Education & Protection Fund. (v) has complied with the requirements of section 217 of the Act. 14. The Board of Directors of the Company is duly constituted. There were no instances of appointment of an additional director, alternate director(s), during the year under review. 15. There was no instance of appointment of any Managing Director, Whole-time Director and Manager during the financial year under review. 16. The Company has not appointed any sole-selling agents during the financial year under review. 17. As informed to us, the Company was not required to obtain approvals of Company Law Board/Regional Director, Registrar or such other authorities as may be prescribed under the Companies Act, 1956, in respect of the financial year under review. During the year under review MCA has approved, increased remuneration paid to Mr. Vishal Gondal, the then Managing Director of the Company, ` 84,00,000 p.a. (Rupees Eighty Four Lakh) covering period 01.07.2011 to 27.02.2012. 18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has not made any allotment of shares or other security, during the period under review. 20. The Company has not bought back any shares during the financial year ending March 31, 2014. 21. As the Company does not have any preference share or debenture and hence no comment is required. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of the provisions of Sections 58A and 58AA read with companies (Acceptance of Deposit) Rules, 1975 during the financial year under review. 24. There were no instances of any borrowing(s) occurred during the financial period ended March 31, 2014. 25. During the financial year under review, Company has not made any investment or granted loan or issued guarantee and accordingly the provisions of section 372A of the Companies Act, 1956 were not attracted. 26. The Company has not altered the provisions of the Memorandum of Association with respect to situation of the company’s registered office from one state to another during the financial year under review. 27. The Company has not altered the provisions of the Memorandum of Association with respect to the objects of the Company during the financial year under review. 28. The Company has not altered the provisions of the Memorandum of Association with respect to name of the Company, during the financial year under review. 29. The Company has not altered the provisions of the Memorandum of Association with respect to share capital of the company, during the financial year under scrutiny. 30. During the financial year under review, the Company has not altered the provisions of its Articles of Association. 31. As informed to us, there was no prosecution initiated against or show cause notices received by the company for alleged offenses under the Act and no fines and penalties or any other punishment was imposed on the company during the financial year. 32. The Company has not received any money as security from its employees during the financial year under review. 33. The Company has deposited both employee’s and employer’s contribution to provident fund with prescribed authorities.

SANJAY PARAB & Co. Place: Mumbai Company Secretaries Date: July 25, 2014 FCS No. 6613 C. P. No. 7093

162 163 indiagames Limited ANNUAL REPORT 2013-14

Annexure: A

Sr. No. Registers maintained by the Company Under Section 01 Register of Charges 143 02. Register of Members (In the Form of Index) 150/151 03. Minutes Books of Proceedings of: A. General Meetings: 193 B. Meetings of Board of Directors: 04. Register of Contracts, Companies and firms in which Directors are interested. 301(3) 05. Register of Directors 303 06. Register of Directors’ Shareholding 307 07. Register Allotment/ Application Voluntary 08. Register of Transfer Voluntary 09. Register and Returns 163

Annexure: B

Sr. E- form No. Purpose SRN No. When filed Whether Filed In Time (Y/N) 1 Form 66 Compliance Certificate for F.Y. 2012 - 13 Q12542395 07/10/2013 Y 2 Form 23 Special resolution passed for (a) Change of B87621629 24/10/2013 Y registered office outside local limits of state, town, or village in which it is situated (b) To increase the borrowing limit of the Company upto ` 50 Crore in excess of paid up capital and free reserves 3 Form 18 Shifting of Registered office B87687000 25/10/2013 Y 4 Form 23AC- Annual Accounts for F.Y 2012-13 Q20195541 29/10/2013 Y XBRL/ACA-XBRL 2 Form 20B Annual Return as on date of AGM (FY 2012-13) Q23289382 14/11/2013 Y

SANJAY PARAB & Co. Place: Mumbai Company Secretaries Date: July 25, 2013 FCS No. 6613 C. P. No. 7093

Exhibit ‘B’ Particulars of employees as required under the provision of section 217(2A) of the companies Act, 1956, read with the companies (Particular of Employees) Rules, 1975 and forming part of directors report for the year ended March 31, 2014 Sr. Name Age Designation Qualification Date of Date of Date of Experience in Remuneration No. Birth joining leaving the Company received (`) (years) 1 *VISHAL 38 Managing B.Com 14-Jul-76 1-Feb-00 30-Jun-13 14 1,72,70,912 PRANNATH Director- Digital GONDAL 2 CYRIL 42 Executive MBA 16-Mar-72 21-May-01 Active 13 99,74,461 AUGUSTINE Director- FERRY Distribution 3 PAUL WRIDER 39 Director - Game BFA in Film 14-Jul-75 10-Jan-12 22-Aug-13 1.7 35,69,116 Design and Television Production 4 CHRISTOPHER 37 Creative Head master of make 20-Nov-77 4-Feb-14 Active 0.2 11,86,745 MIFSUD up degree 5 Sameer 36 Vice President – B.com 21-Feb-78 1-Jun-13 Active 7.1 2,41,36,403 Ganapathy Disney Interactive * The total remuneration received includes full and final settlement amount 162 163 indiagames Limited ANNUAL REPORT 2013-14

INDEPENDENT AUDITORS’ REPORT To the Members of Indiagames Limited

Report on the Financial Statements 1. We have audited the accompanying financial statements of Indiagames Limited (the “Company”), which comprise the Balance Sheet as at March 31, 2014, and the Statement of Profit and Loss and Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information, which we have signed under reference to this report. Management’s Responsibility for the Financial Statements 2. The Company’s Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards notified under the Companies Act, 1956 (the “Act”) read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013. This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility 3. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing and other applicable authoritative pronouncements issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. 4. An audit involves performing procedures to obtain audit evidence, about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Management, as well as evaluating the overall presentation of the financial statements. 5. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion 6. In our opinion, and to the best of our information and according to the explanations given to us, the accompanying financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014; (b) in the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 7. As required by ‘the Companies (Auditor’s Report) Order, 2003’, as amended by ‘the Companies (Auditor’s Report) (Amendment) Order, 2004’, issued by the Central Government of India in terms of sub-section (4A) of Section 227 of the Act (hereinafter referred to as the “Order”), and on the basis of such checks of the books and records of the Company as we considered appropriate and according to the information and explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 8. As required by Section 227(3) of the Act, we report that: (a) We have obtained all the information and explanations which, to the best of our knowledge and belief, were necessary for the purpose of our audit; (b) In our opinion, proper books of account as required by law have been kept by the Company so far as appears from our examination of those books; (c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report arein agreement with the books of account; 164 165 indiagames Limited ANNUAL REPORT 2013-14

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this report comply with the Accounting Standards notified under the Companies Act, 1956 read with the General Circular 15/2013 dated September 13, 2013 of the Ministry of Corporate Affairs in respect of Section 133 of the Companies Act, 2013; (e) On the basis of written representations received from the directors as on March 31, 2014, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from being appointed as a director in terms of Clause (g) of sub-section (1) of Section 274 of the Act. For Price Waterhouse & Co., Bangalore Firm Registration Number: 007567S Chartered Accountants

Uday Shah Partner Membership Number: 046061 Mumbai July 25, 2014

Annexure to Independent Auditors’ Report Referred to in paragraph 7 of the Independent Auditors’ Report of even date to the members of Indiagames Limited on the financial statements as of and for the year ended March 31, 2014 i. (a) The Company is maintaining proper records showing full particulars, including quantitative details and situation, of fixed assets. (b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies have been noticed on such verification. In our opinion, the frequency of verification is reasonable. (c) In our opinion, and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed off by the Company during the year. ii. The Company is in the business of rendering services, and consequently, does not hold any inventory. Therefore, the provisions of Clause 4(ii) of the said Order are not applicable to the Company. iii. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (b), (c) and (d) of the said Order are not applicable to the Company. (b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered in the register maintained under Section 301 of the Act. Therefore, the provisions of Clause 4(iii) (f) and (g) of the said Order are not applicable to the Company. iv. In our opinion, and according to the information and explanations given to us, there is an adequate internal control system commensurate with the size of the Company and the nature of its business for the purchase of fixed assets and for the sale of services. Further, on the basis of our examination of the books and records of the Company, and according to the information and explanations given to us, we have neither come across, nor have been informed of, any continuing failure to correct major weaknesses in the aforesaid internal control system. v. According to the information and explanations given to us, there have been no contracts or arrangements that need to be entered in the register maintained under Section 301 of the Act. vi. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of the Act and the rules framed there under. vii. The Walt Disney Company (Ultimate Parent Company) has designed management audit system for all of its group companies in India. According to a phased programme designed to cover all significant business process of the Company over a period of 3 years, certain business processes are covered in the current year for management audit. Based on a phased program, in our opinion, the Company has an internal audit system commensurate with its size and the nature of its business. viii. The Central Government of India has not prescribed the maintenance of cost records under Clause (d) of sub-section (1) of Section 209 of the Act for any of the products of the Company. ix. (a) According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of service tax, though there has been a slight delay in a few cases, and is regular in depositing undisputed statutory dues, including provident fund, investor education and protection fund, employees’ state insurance, sales tax, income tax, wealth tax, customs duty, excise duty and other material statutory dues, as applicable, with the appropriate authorities. 164 165 indiagames Limited ANNUAL REPORT 2013-14

(b) According to the information and explanations given to us and the records of the Company examined by us, there are no dues of sales tax, wealth tax, customs duty and excise duty which have not been deposited on account of any dispute. The particulars of dues of income tax and service tax as at March 31, 2014 which have not been deposited on account of a dispute are as follows: Name of the statute Nature of Amount Period to which the Forum where the dispute is dues (` in Million) amount relates pending Income Tax Act, 1961 Tax Deducted 4.36 Financial years The Income Tax Officer (TDS) at Source 2005-06, 2007-08 and 2008-09 The Finance Act, 1994 Service Tax 6.28 September 10, 2004 to Commissioner of Service Tax, September 30, 2007 Mumbai – II The Finance Act, 1994 Service Tax 3.91 Financial years Commissioner of Central 2006-07 to 2010-11 Excise (Appeals) The Finance Act, 1994 Service Tax 0.72 Financial years Deputy Commissioner of 2008-09 to 2011-12 Service Tax, Div-V, Mumbai – II The Finance Act, 1994 Service Tax 2.17 Financial years Additional Commissioner of 2008-09 to 2010-11 Service Tax, Mumbai - II x. The accumulated losses of the Company exceeds fifty percent of its net worth as at March 31, 2014 and it has not incurred cash losses in the financial year ended on that date or in the immediately preceding financial year. xi. As the Company does not have any borrowings from any financial institution or bank nor has it issued any debentures as at the Balance Sheet date, the provisions of Clause 4(xi) of the Order are not applicable to the Company. xii. The Company has not granted any loans and advances on the basis of security by way of pledge of shares, debentures and other securities. Therefore, the provisions of Clause 4(xii) of the Order are not applicable to the Company. xiii. As the provisions of any special statute applicable to chit fund/nidhi/mutual benefit fund/societies are not applicable to the Company, the provisions of Clause 4(xiii) of the Order are not applicable to the Company. xiv. In our opinion, the Company is not dealing in or trading in shares, securities, debentures and other investments. Accordingly, the provisions of Clause 4(xiv) of the Order are not applicable to the Company. xv. In our opinion, and according to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from banks or financial institutions during the year. Accordingly, the provisions of Clause 4(xv) of the Order are not applicable to the Company. xvi. The Company has not raised any term loans. Accordingly, the provisions of Clause 4(xvi) of the Order are not applicable to the Company. xvii. According to the information and explanations given to us and on an overall examination of the Balance Sheet of the Company, we report that the Company has used funds raised on short-term basis for long-term investments. The Company has working capital funds amounting to ` 38.98 million on short-term basis, which has been used for long-term loans and advances. xviii. The Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under Section 301 of the Act during the year. Accordingly, the provisions of Clause 4(xviii) of the Order are not applicable to the Company. xix. The Company has not issued any debentures during the year and does not have any debentures outstanding as at the beginning of the year and at the year end. Accordingly, the provisions of Clause 4(xix) of the Order are not applicable to the Company. xx. The Company has not raised any money by public issues during the year. Accordingly, the provisions of Clause 4(xx) of the Order are not applicable to the Company. xxi. During the course of our examination of the books and records of the Company, carried out in accordance with the generally accepted auditing practices in India, and according to the information and explanations given to us, we have neither come across any instance of material fraud on or by the Company, noticed or reported during the year, nor have we been informed of any such case by the Management. For Price Waterhouse & Co., Bangalore Firm Registration Number: 007567S Chartered Accountants

Uday Shah Mumbai Partner July 25, 2014 Membership Number: 046061 166 167 indiagames Limited ANNUAL REPORT 2013-14

Balance Sheet as at March 31, 2014 (All amounts in ` million, unless otherwise stated)

Note As at As at March 31, 2014 March 31, 2013 EQUITY AND LIABILITIES Shareholders’ Funds Share Capital 3 11.43 11.43 Reserves and Surplus 4 121.14 91.92 132.57 103.35 Non-current Liabilities Long-term Provisions 5 9.49 20.13 9.49 20.13 Current Liabilities Trade Payables 6 604.47 426.71 Other Current Liabilities 7 85.57 64.92 Short-term Provisions 8 10.23 9.66 700.27 501.29 Total 842.33 624.77

ASSETS Non-current Assets Fixed Assets 9 Tangible Assets 12.92 7.46 Capital work-in-progress - 8.76 12.92 16.22 Long-term Loans and Advances 10 165.60 118.24 Other Non-current Assets 11 2.52 0.50 181.04 134.96 Current Assets Trade Receivables 12 150.82 198.92 Cash and Bank Balances 13 229.76 80.36 Short-term Loans and Advances 14 60.86 52.06 Other Current Assets 15 219.85 158.47 661.29 489.81 Total 842.33 624.77

The notes are an integral part of these financial statements. This is the Balance Sheet referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Bhushan Kapadia Vishwas Joshi Partner Director Director Membership No. 046061

Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014 166 167 indiagames Limited ANNUAL REPORT 2013-14

Statement of Profit and Loss for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated)

Note Year ended Year ended March 31, 2014 March 31, 2013 REVENUE Revenue from Operations (Net) 1,266.79 966.00 Other Income 17 39.75 14.70

Total Revenue 1,306.54 980.70

EXPENSES Direct Costs 18 817.95 530.05 Employee Benefit Expenses 19 246.58 259.90 Depreciation Expense 20 9.65 6.42 Other Expenses 21 177.68 226.85

Total Expenses 1,251.86 1,023.22

Profit/(Loss) before tax 54.68 (42.52) Tax Expense Current Tax 25.46 37.67 Profit/(Loss) for the year 29.22 (80.19)

Earning per equity share: [Nominal Value per 24 share: ` 10 (2013: ` 10)] Basic/Diluted (in Rupees) 25.57 (70.17)

The notes are an integral part of these financial statements. This is the Statement of Profit and Loss referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Bhushan Kapadia Vishwas Joshi Partner Director Director Membership No. 046061

Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014

168 169 indiagames Limited ANNUAL REPORT 2013-14

Cash Flow Statement for the year ended March 31, 2014 (All amounts in ` million, unless otherwise stated)

Year ended Year ended March 31, 2014 March 31, 2013 A. CASH FLOW FROM OPERATING ACTIVITIES Profit/(Loss) before tax 54.68 (42.52) Adjustments for: Depreciation Expense 9.65 6.42 Loss/(Gain) on disposal of fixed assets (net) - (0.04) Interest Income (16.26) (2.46) Fixed Assets Written Off 1.73 4.87 Provision for doubtful debts (18.09) 22.98 Bad debts written off 1.01 13.71 Provision for doubtful loans and advances - 0.70 Sundry Balances Written Off 0.03 - Provision for Employee benefits Compensated Absences (3.82) 16.89 Provision for Employee benefits Gratuity 6.40 10.49 Provision no longer required written back (0.71) - Unrealised foreign exchange (gain)/loss 0.09 (1.59) Operating profit before working capital changes 34.71 29.45 Adjustments for: Increase/(Decrease) in trade payables 177.46 134.08 Increase/(Decrease) in other current liabilities 21.37 18.44 Increase/(Decrease) in long-term provisions and short-term provisions (12.63) (1.74) (Increase)/Decrease in trade receivables 65.36 (6.44) (Increase)/Decrease in short-term loans and advances (8.80) (25.94) (Increase)/Decrease in other non-current assets (2.02) 1.99 (Increase)/Decrease in other current assets (59.20) (22.47) Cash generated from operations 216.25 127.37 Taxes paid (net of refunds) (72.83) (82.87) Net cash generated from Operating Activities 143.42 44.50 B. CASH FLOW FROM INVESTING ACTIVITIES Purchase of tangible assets (8.08) (14.61) Sale of tangible assets - 0.04 Interest received 16.03 2.62 Net cash from/(used in) Investing Activities 7.95 (11.95) C. CASH FLOW FROM FINANCING ACTIVITIES Net cash from Financing Activities - - Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 151.38 32.55 Cash and cash equivalents at the beginning of the year 78.38 45.83 Cash and cash equivalents at the end of the year 229.76 78.38 Cash and cash equivalents comprise of: Cash on hand 0.03 0.02 Balances with Banks 229.73 78.36 Cash and cash equivalents at the end of the year 229.76 78.38 Notes: 1. The above Cash Flow Statement has been prepared under the “Indirect Method” set out in Accounting Standard-3 on “Cash Flow Statement”. 2. Previous year comparatives have been reclassified to confirm with the current year’s presentation, wherever applicable.

This is the Cash Flow Statement referred to in our report of even date.

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Bhushan Kapadia Vishwas Joshi Partner Director Director Membership No. 046061

Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014 168 169 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 1. General Information Indiagames Limited (the ‘Company’) is engaged in diversified businesses primarily making games available across mobile, PC (through an online environment) and Interactive TV. The Company has its base in India and distributes games across the globe through operators and original equipment manufacturers (OEM). The Company is an un-listed public limited company. 2. Summary of significant accounting policies 2.1 Basis of preparation "These financial statements have been prepared in accordance with the generally accepted accounting principles in India under the historical cost convention on accrual basis. Pursuant to circular 15/2013 dated September 13, 2013 read with circular 08/2014 dated April 4, 2014 till the Standards of Accounting or any addendum thereto are prescribed by the Central Government in consultation and recommendation of the National Financial Reporting Authority, the existing Accounting Standards notified under the Companies Act, 1956 (The ""Act"") shall continue to apply. Consequently, these financial statements have been prepared to comply in all material aspects with the accounting standards notified under Section 211(3C) [Companies (Accounting Standards) Rules, 2006, as amended] and other relevant provisions of the Companies Act, 1956. All assets and liabilities have been classified as current or non-current as per the Company’s operating cycle and other criteria set out in the Revised Schedule VI to the Companies Act, 1956. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash and cash equivalents, the Company has ascertained its operating cycle as 12 months for the purpose of current – non-current classification of assets and liabilities. 2.2 Tangible Assets Tangible Assets are stated at acquisition cost, net of accumulated depreciation and accumulated impairment losses, if any. Subsequent expenditures related to an item of fixed asset are added to its book value only if they increase the future benefits from the existing asset beyond its previously assessed standard of performance. Losses arising from the retirement of, and gains or losses arising from disposal of fixed assets which are carried at cost are recognised in the Statement of Profit and Loss. Amortisation of leasehold improvements is computed by the straight-line method over the term of the related lease, including extensions which are reasonably expected to occur, which is not in excess of the estimated useful lives of such improvements, and is included in Depreciation expenses. Additions to leasehold improvements are amortised on straight-line basis over the remaining period of lease. Depreciation on assets other than leasehold improvements is provided based on the following estimated useful lives of fixed assets, on the straight-line method. On additions, depreciation is provided for the fullmonth irrespective of the date of addition during the month. On assets discarded, demolished or destroyed during the month, depreciation is calculated upto the month of such deletions. Asset Useful life in years Furniture and Fixtures and Office Equipments 5 Computers 3 These useful lives are based on estimates approved by the Management. The aforesaid useful lives are lower than the implied lives arrived on the basis of the rates as prescribed under Schedule XIV to the Act. Assets acquired after April 1, 2012 and individually costing ` 301,250 (equivalent to USD 5,000) or less are written off to the Statement of Profit and Loss in the year of acquisition without being capitalised. 2.3 Impairment Assessment is done at each Balance Sheet date as to whether there is any indication that an asset may be impaired. For the purpose of assessing impairment, the smallest identifiable group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows from other assets or groups of assets, is considered as a cash generating unit. If any such indication exists, an estimate of the recoverable amount of the asset/cash generating unit is made. Assets whose carrying value exceeds their recoverable amount are written down to the recoverable amount. Recoverable amount is higher of an asset’s or cash generating unit’s net selling price and its value in use. Value in use is the present value of estimated future cash flows expected to arise from the continuing use of an asset and from its disposal at the end of its useful life. Assessment is also done at 170 171 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) each Balance Sheet date as to whether there is any indication that an impairment loss recognised for an asset in prior accounting periods may no longer exist or may have decreased. 2.4 Foreign Currency Translations "The transactions in foreign exchange are accounted at the exchange rate prevailing on the date of transaction. Monetary assets and liabilities as at the Balance Sheet date are translated at the rate of exchange prevailing at the date of the Balance Sheet. Non-monetary foreign currency items are carried at cost. Gains and losses resulting from the settlement of such transactions and from the translation of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Profit and Loss. 2.5 Revenue recognition Revenue from Operations comprise revenue from distribution of mobile content to the telecom operators, subscription to gaming library/bunch of games and advertisement revenue. Revenue from distribution of mobile content and subscription is recognised in accordance with the terms of revenue sharing agreements entered by the Company with telecom operators/ISPs and on the basis of receipt of download/subscription reports by the Company. Until the receipt of download or subscription report from the telecom operators/ISPs revenue is recognised on a fair estimates by the Company. Revenues are stated at net of applicable taxes. Revenue from advertisement is recognised when advertisements are served. 2.6 Other Income Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable. 2.7 Employee Benefits Defined Contribution Plan: The Company contributes on a defined contribution basis to Employee's Provident Fund, Maharashtra Labour Welfare Fund and Employee's State Insurance Commission towards post employment benefits, all of which are administered by the respective Government authorities, and has no further obligation beyond making its contribution, which is expensed in the year to which it pertains. Defined Benefit Plan: The Company has a Defined Benefit Plan namely Gratuity (the “Gratuity Plan”) for all its employees, which is funded. The Company provides for gratuity covering eligible employees in accordance with the Gratuity Scheme. The Gratuity Plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise. The fund is recognised by the Income tax authorities and administered through appropriate authorities/insurers. Compensated Absences: Accumulated compensated absences, which are expected to be availed within 12 months from the end of the year end are treated as short-term employee benefits. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional liability of the company as a result of the unused entitlement as at the year end. Accumulated compensated absences, which are expected to be availed beyond 12 months from the end of the year end are treated as other long-term employee benefits. The Company’s liability is actuarially determined (using the Projected Unit Credit method) at the end of each year. Actuarial losses/gains are recognised in the Statement of Profit and Loss in the year in which they arise. 2.8 Current and Deferred Tax Tax expense for the period, comprising current tax and deferred tax, are included in the determination of the net profit or loss for the period. Current tax is measured at the amount expected to be paid to the tax authorities in accordance with the taxation laws prevailing in the respective jurisdictions. Deferred tax is recognised for all the timing differences, subject to the consideration of prudence in respect of deferred tax assets. Deferred tax assets are recognised and carried forward only to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets 170 171 indiagames Limited ANNUAL REPORT 2013-14

can be realised. Deferred tax assets are not recognised in case there is unabsorbed depreciation or carry forward of losses under tax laws, unless there is virtual certainty supported by convincing evidence that sufficient future taxable income will be available against which such deferred tax assets can be realised. Deferred tax assets and liabilities are measured using the tax rates and tax laws that have been enacted or substantively enacted by the Balance Sheet date. At each Balance Sheet date, the Company reassesses unrecognised deferred tax assets, if any. Current tax assets and current tax liabilities are offset when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle the asset and the liability on a net basis. Deferred tax assets and deferred tax liabilities are offset when there is a legally enforceable right to set off assets against liabilities representing current tax and where the deferred tax assets and the deferred tax liabilities relate to taxes on income levied by the same governing taxation laws. 2.9 Provisions and Contingent Liabilities Provisions: Provisions are recognised when there is a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and there is a reliable estimate of the amount of the obligation. Provisions are measured at the best estimate of the expenditure required to settle the present obligation at the Balance Sheet date and are not discounted to its present value. Contingent Liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made. Where there is a possible obligation or a present obligation that the likelihood of outflow of resources is remote, no provision or disclosure, as specified in Accounting Standard 29 – ‘Provisions, Contingent Liabilities and Contingent Assets’, is made. 2.10 Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires estimates and assumptions to be made that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities on the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Differences between actual results and estimates are recognised in the periods in which the results are known/materialise. 2.11 Leases As a Lessee: Lease rentals in respect of office premises taken on Operating Lease are charged to the Statement of Profit and Loss as per the terms of lease agreement. As a Lessor: The Company sub-leased the office premises and lease income on such office premises are recognised in the Statement of Profit and Loss as per the lease agreement. 2.12 Cash and Cash Equivalents In the cash flow statement, cash and cash equivalents includes cash in hand, demand deposits with banks. 2.13 Earnings Per Share Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares outstanding during the period. The weighted average number of equity shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential equity shares, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders andthe weighted average number of shares outstanding during the period is adjusted for the effects of all dilutive potential equity shares.

172 173 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

3. Share Capital As at As at March 31, 2014 March 31, 2013 Authorised: 1,250,000 (March 31, 2013: 1,250,000) equity shares of ` 10 each 12.50 12.50 Issued, Subscribed and Paid-up: 1,142,860 (March 31, 2013: 1,142,860) equity shares of ` 10 each (fully paid- up) 11.43 11.43 Total 11.43 11.43

(a) Reconciliation of the number of shares outstanding at the beginning and at the end of the reporting period Equity Shares: As at March 31, 2014 As at March 31, 2013 Number of Amount Number of Amount Shares Shares Balance as at the Beginning of the year 1,142,860 11.43 1,142,860 11.43 Total additions during the year - - - - Balance as at the end of the year 1,142,860 11.43 1,142,860 11.43

(b) Rights, preferences and restrictions attached to the equity shares The company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share held. In the event of liquidation, the equity shareholders are eligible to receive remaining assets of the Company after distribution of all preferential amounts, in proportion of their shareholding.

(c) Shares held by ultimate holding company and subsidiary of ultimate holding company As at March 31, 2014 As at March 31, 2013 Numbers Amount Numbers Amount Equity Shares of ` 10 each: The Walt Disney Company (Southeast Asia) Pte Limited - Intermediate Holding 414,987 4.15 414,987 4.15 Company UTV Software Communications Ltd. - Holding Company 639,986 6.40 639,986 6.40

(d) Details of shares held by the shareholders holding more than 5% of the aggregate shares in the Company As at March 31, 2014 As at March 31, 2013 Numbers Amount Numbers Amount Equity Shares: The Walt Disney Company (Southeast Asia) Pte Limited - Intermediate Holding 414,987 4.15 414,987 4.15 Company (36.31%) (36.31%) UTV Software Communications Ltd. - Holding Company 639,986 6.40 639,986 6.40 (56.00%) (56.00%) CSI BD (Mauritius) * 87,887 0.88 87,887 0.88 (7.69%) (7.69%) * Subsequent to March 31, 2014, the equity shares held by CSI BD (Mauritius) have been acquired by The Walt Disney Company (Southeast Asia) Pte Limited.

172 173 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

4. Reserves and Surplus As at As at March 31, 2014 March 31, 2013 Securities Premium Account 233.19 233.19 (Deficit) in Statement of Profit and Loss Balance as at the beginning of the year (141.27) (61.08) Add: Profit/(Loss) for the year 29.22 (80.19) Balance as at the end of the year (112.05) (141.27) Total 121.14 91.92

5. Long-term Provisions As at As at March 31, 2014 March 31, 2013 Provision for Employee Benefits [Refer Note 19(b) and 19(c)] Provision for Gratuity 4.85 4.64 Provision for Compensated Absences 4.64 15.49 Total 9.49 20.13

6. Trade Payables As at As at March 31, 2014 March 31, 2013 Trade Payables (Refer Note 28) 604.47 426.71 Total 604.47 426.71

7 . Other Current Liabilities As at As at March 31, 2014 March 31, 2013 Security Deposits - 6.50 Advance from customers 6.47 7.65 Employee Benefits payable 38.26 25.49 Statutory dues (including Provident Fund and Tax Deducted at Source) 40.84 25.28 Total 85.57 64.92

8. Short-term Provisions As at As at March 31, 2014 March 31, 2013 Provision for employee benefits: [Refer Note 19 (b) and 19 (c) ] Provision for Gratuity 5.98 7.14 Provision for Compensated Absences 4.25 2.52 Total 10.23 9.66

174 175 indiagames Limited ANNUAL REPORT 2013-14 7.46 7.46 5.56 1.65 0.25 13.53 13.53 2013 March 31, 31, March Net Block 7.46 7.46 0.01 0.01 0.66 12.92 12.25 2014 March 31, 1.88 14.71 14.71 (0.01) 33.59 12.84 2014 March 31, 0.85 5.34 10.76 10.76 28.53 12.43 Disposals 0.24 0.24 6.42 9.65 8.42 0.99 year For the For Depreciation/Amortisation 5.09 15.18 15.18 13.32 13.32 28.02 33.59 2013 April 1, - 2.54 27.63 27.63 25.09 41.05 2014 March 31, 0.85 5.34 10.76 10.76 28.53 12.43 Disposals - - 0.35 Gross Block 15.11 15.11 15.11 15.11 Additions 5.34 5.34 20.74 20.74 14.97 14.97 41.55 41.55 41.05 41.05 2013 April 1, tatements ` million, unless otherwise stated) March 31, 2013 31, March Total Tangible Assets (Own Assets) Tangible Leasehold Improvements Computers Particulars Furniture and Fixtures and Office and Fixtures and Furniture Equipments Fixed Assets [Refer Notes 2.2 and 2.3 ] Notes Assets [Refer Fixed S to the F inancial N otes (All amounts in 9. 174 175 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

10. Long-term Loans and Advances As at As at March 31, 2014 March 31, 2013 Unsecured and considered good unless otherwise stated: Advance Income Tax [Net of provision of ` 83.32 million 165.60 118.24 (March 31, 2013: ` 57.86 million)] Total 165.60 118.24

11. Other Non-current Assets As at As at March 31, 2014 March 31, 2013 Long-term Deposits with banks with maturity period more than 12 months 2.52 0.50 (Refer Note below) Total 2.52 0.50 Note: Out of the above 1.99 million (Previous Year ` 0.50 million) held as lien by bank against Bank Guarantees (Refer Notes 13 and 16)

12. Trade Receivables As at As at March 31, 2014 March 31, 2013 Unsecured, considered good Outstanding for a period exceeding 6 months from the date they are due for payment - - Others 150.83 198.92 Unsecured, considered doubtful Outstanding for a period exceeding 6 months from the date they are due for payment 14.77 37.18 Others 9.67 5.36 175.27 241.46 Less: Provision for doubtful debts 24.45 42.54 Total 150.82 198.92

13. Cash and Bank Balances As at As at March 31, 2014 March 31, 2013 Cash and Cash equivalents Cash on hand 0.03 0.02 Bank balances In current accounts 74.12 78.18 In Exchange Earner’s Foreign Currency Accounts 0.41 0.18 Deposits with less than 3 months maturity 155.20 - 229.76 78.38 Other Bank balances Long-term Deposits with maturity more than 3 months upto 12 months (Refer Note below) - 1.98 - 1.98 Total 229.76 80.36 Note: Out of the above NIL (Previous Year ` 1.98 million) held as lien by bank against Bank Guarantees (Refer Notes 11 and 16)

176 177 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

14. Short-term Loans and Advances As at As at March 31, 2014 March 31, 2013 Unsecured and considered good, unless otherwise stated: Security Deposits Considered good 15.73 15.73 Considered doubtful 0.70 0.70 Less: Allowance for doubtful security deposits (0.70) (0.70) Prepaid expenses 6.73 6.85 Advances to Suppliers 17.32 0.11 Balance with Excise and Customs Authorities 20.98 29.31 Others 0.10 0.06 Total 60.86 52.06

15. Other Current Assets As at As at March 31, 2014 March 31, 2013 Unsecured, considered good: Interest accrued on deposits 0.66 0.44 Unbilled Revenue 219.19 158.03 Total 219.85 158.47

16. Contingent Liabilities (Refer note 2.9) As at As at March 31, 2014 March 31, 2013 Claims against the Company not acknowledged as debts: Taxation matters: i. Tax deducted at source 4.36 4.36 Show-cause notice and demand notices for non/short deduction/payment of TDS for the period FY 2005-06, FY 2007-08 and FY 2008-09. ii. Service tax 13.08 12.92 Show-cause notices for service tax applicability on various services including testing and other fees paid by the Company outside India for the period from FY 2006-07 to FY 2011-12 and for reversal for CENVAT Credit for the period from FY 2008-09 to FY 2011-12. Bank Guarantee given by the Company 1.99 2.49 (a) It is not practicable for the Company to estimate the timings of cash outflows, if any, in respect of the above pending resolution of the respective proceedings. (b) The Company does not expect any reimbursements in respect of the above contingent liabilities.

17. Other Income Year ended Year ended March 31, 2014 March 31, 2013 Interest Income 11.11 2.46 Interest on Income Tax Refund 5.14 - Gain on disposal of fixed assets (net) - 0.04 Rent Income 4.65 12.13 Liabilities no longer required written back 0.71 - Provision for Doubtful Debts written back 18.09 - Miscellaneous Income 0.05 0.07 Total 39.75 14.70

176 177 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 18. Direct Costs Year ended Year ended March 31, 2014 March 31, 2013 Royalty/License Fees 781.13 504.81 Other Direct Cost 36.82 25.24 Total 817.95 530.05

19. Employee Benefit Expenses (Refer Note 2.7) Year ended Year ended March 31, 2014 March 31, 2013 Salaries, Allowances and Bonus 224.49 234.91 Contribution to Provident Fund and Other funds [Refer note (a) below] 11.11 11.82 Gratuity [Refer Note (b) below] 6.40 10.49 Staff Welfare Expenses 4.58 2.68 Total 246.58 259.90 (a) Defined Contribution Plans Amount recognised in Statement of Profit and Loss March 31, 2014 March 31, 2013 Provident Fund 10.95 11.55 Contribution to Employee’s State Insurance Commission 0.14 0.26 Contribution to Maharashtra Labour Welfare Fund 0.02 0.01 Total 11.11 11.82 Included in contribution to Provident Fund and Other funds (b) Defined Benefit Plans The Company provides long-term benefits in the nature of Gratuity to its employees, which is funded through the Life Insurance Corporation of India. (i) Present Value of Defined Benefit Obligation Gratuity March 31, 2014 March 31, 2013 Balance at the beginning of the year 21.69 13.83 Interest Cost 1.73 1.18 Current Service Cost 1.39 2.63 Benefits Paid (13.09) (3.73) Actuarial (Gain)/Loss 3.89 7.78 Balance at the close of the year 15.61 21.69 (ii) Fair Value of Plan Assets March 31, 2014 March 31, 2013 Balance at the beginning of the year 9.91 12.46 Expected return on plan assets 0.86 1.07 Actuarial gain/(loss) (0.24) 0.03 Benefits Paid (13.09) (3.73) Contributions by employer 7.34 0.08 Balance at the close of the year 4.78 9.91 (iii) Assets and Liabilities recognised in the Balance Sheet March 31, 2014 March 31, 2013 Present Value of Defined Benefit Obligation 15.61 21.69 Less: Fair Value of Planned Assets (4.78) (9.91) Amount recognised as liability* 10.83 11.78 Recognised under: Long-term Provision (Refer Note 5) 4.85 4.64 Short-term Provision (Refer Note 8) 5.98 7.14 Total 10.83 11.78

178 179 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

(iv) Expense recognised in Statement of Profit and Loss March 31, 2014 March 31, 2013 Current Service Cost 1.40 2.63 Interest on Defined Benefit Obligation 1.73 1.18 Expected return on plan assets (0.86) (1.07) Net Actuarial (Gain)/Loss recognised in the year 4.13 7.75 Total Expenses 6.40 10.49

(v) Investment details of Plan Assets Insurer Managed Funds 100% 100%

(vi) Actuarial Assumptions March 31, 2014 March 31, 2013 Per Annum Per Annum Discount Rate 8.75% 8.00% Salary Growth Rate 10.00% 12.00% Expected Rate of Return on Plan Assets 8.70% 8.70% The discount rates reflects the prevailing market yields of Indian Government securities as at the Balance Sheet date for the estimated term of the obligations. The estimates of future salary increases, considered in actuarial valuation, takes into account, inflation, seniority, promotions and other relevant factors, such as demand and supply in the employment market. The expected rate of return of plan assets is the Company’s expectation of the average long-term rate of return expected on investments of the fund during the estimated term of the obligations.

(vii) Amounts recognised in current year and previous four years March 31, March 31, March 31, March 31, March 31, 2014 2013 2012 2011 2010 Defined Benefit Obligation 15.61 21.69 13.83 12.16 9.85 Plan Assets 4.78 9.91 12.46 2.98 2.24 (Surplus)/Deficit 10.83 11.78 1.37 9.18 7.61 Experience adjustment in plan 5.23 4.30 1.26 0.03 0.02 liabilities Experience adjustment in plan (0.24) 0.03 0.35 0.02 0.05 assets

(viii) Expected Contribution to the Funds in the next year March 31, 2014 March 31, 2013 Gratuity 5.98 7.14

(c) The Liability for Compensated Absences (non-funded) is ` 8.89 million (March 31, 2013: ` 18.01 million) recognised under: March 31, 2014 March 31, 2013 Long-term Provisions (Refer Note 5) 4.64 15.49 Short-term Provisions (Refer Note 8) 4.25 2.52 Total 8.89 18.01

(d) Certain employees of the Company have been granted Employee Stock Options (ESOPs) and Restricted Stock Units (RSUs) of The Walt Disney Company, USA, the ultimate holding company. The Company receives debit notes/ information on the basis of recharge towards ESOPs/RSUs granted by the ultimate holding company to its employees. Consequently, the Company has debited ‘Salaries, Allowances and Other Benefits’ for a sum aggregating` 5.85 million towards liability to its ultimate holding company.

178 179 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

20. Depreciation Expense Year ended Year ended March 31, 2014 March 31, 2013 Depreciation on Tangible assets 9.65 6.42 Total 9.65 6.42

21. Other Expenses Year ended Year ended March 31, 2014 March 31, 2013 Rent 25.97 25.41 Rates and taxes 1.15 1.07 Communications 1.07 1.73 Power and fuel 4.11 3.94 Insurance 7.46 4.79 Repairs to plant and machinery 6.03 7.81 Repairs - others 0.16 0.65 Legal and professional fees 5.58 4.55 Payment to Auditors - Audit fees 0.70 0.70 - Reimbursement of Expenses 0.01 - Travel, Conveyance and Accommodation 9.06 11.22 Net Loss on foreign currency transactions and translations 10.36 0.19 Central Support Fees 17.20 9.60 Provision for doubtful loans and advances - 0.70 Provision for doubtful debts - 22.98 Bad debts written off 1.01 13.71 Advertising, publicity and business promotion 53.53 104.12 Provision for withholding taxes deducted 1.93 0.30 Web hosting charges 8.90 5.51 Sundry Balances Written Off 0.03 - Fixed assets written off (Refer Note below) 1.73 4.87 Software Expenses 1.59 1.81 Miscellaneous expenses 20.10 1.19 Total 177.68 226.85

Note: In accordance with the policy of the Company to write-off assets individually costing ` 301,250 (equivalent to USD 5,000) or less as stated in Note 2.2, Computers aggregating to ` 1.22 million (Previous Year: ` 4.19 million), and Furniture and Fixtures and Office Equipment aggregating to ` 0.51 million (Previous Year: ` 0.68 million) have been written off to the Statement of Profit and Loss without being capitalised.

180 181 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

22. Expenditure in foreign currency Year ended Year ended March 31, 2014 March 31, 2013 Royalty/License Fees 172.14 192.45 Other Direct Cost 12.59 14.36 Advertising, publicity and business promotion 4.92 10.90 Other Expenses 1.38 3.72 Total 191.03 221.43

23. Earnings in foreign currency Year ended Year ended March 31, 2014 March 31, 2013 Sales and Services Revenue 45.50 29.47 Total 45.50 29.47

24. Earnings Per Share (Refer Note 2.13) Year ended Year ended March 31, 2014 March 31, 2013 Basic & Diluted Profit/(Loss) after tax 29.22 (80.19) Profit/(Loss) attributable to equity shareholders 29.22 (80.19) Weighted average number of equity shares outstanding at the year end (Nos.) (for Basic/Diluted EPS) 1,142,860 1,142,860 Earnings per share (Basic/Diluted) (`) 25.57 (70.17) Nominal value of shares (`) 10.00 10.00

25. Segment Reporting Business Segments The Company has considered the business segment as the primary reporting segment on the basis that the risk and returns of the Company is primarily determined by the nature of services. Consequently, the geographical segment has been considered as a secondary segment. The Company is exclusively engaged in the business of production and distribution of Gaming and other content. This, in the context of Accounting Standard 17 on Segment Reporting, is considered to constitute a single primary segment. Thus, the segment revenue, segment results, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge for depreciation during the year are all as reflected in the financial statements for the year ended March 31, 2014 and as on that date. Geographical Segments Geographical segment is considered based on sales within India and outside India.

Secondary Segment: India Outside India Total Geographical Segment March 31, March 31, March 31, March 31, March 31, March 31, 2014 2013 2014 2013 2014 2013 External Revenue 1,221.29 936.53 45.50 29.47 1,266.79 966.00 Carrying amount of Segment Assets 840.10 624.09 2.23 0.68 842.33 624.77 Addition to tangible asstes 15.11 0.35 - - 15.11 0.35

180 181 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated)

26. Related Party Transactions (a) Names of related parties and nature of relationship: (i) Ultimate Holding Company: The Walt Disney Company All the Global and other entities under the common control of The Walt Disney Company which do not have any transactions with the Company during the year are not disclosed here.

(ii) Intermediate Holding Company: The Walt Disney Company (Southeast Asia) Pte Limited

(iii) Holding Company UTV Software Communications Limited

(iv) Fellow Subsidiaries Genx Entertainment Limited UTV New Media Limited UTV Global Broadcasting Limited Ignition Entertainment Ltd. The Walt Disney Company (India) Private Limited Buena Vista Games Walt Disney Internet Group

(v) Key Management Personnel (Non-Executive Director) Mr. Rohinton Screwvala - Director (upto April 2, 2012) Mr. Rajeev Wagle - Director (upto April 2, 2012) Mr. Amit Banka - Director (upto April 2, 2012) Mr. Bhushan Kapadia - Director (w.e.f. April 2, 2012) Mr. Vishwas Joshi - Director (w.e.f. April 2, 2012) Ms. Lavina Tauro - Director (w.e.f. April 2, 2012)

(vi) Enterprises over which Key Management Personnel exercises significant influence Indiagames Limited Employee’s Group Gratuity Assurance Scheme - wherein Mr. Bhushan Kapadia (w.e.f. April 2, 2012), Mr. Vishwas Joshi (w.e.f. April 2, 2012) and Ms. Lavina Tauro (w.e.f. April 2, 2012) are Trustees.

182 183 indiagames Limited ANNUAL REPORT 2013-14

------0.08 2013 March 31, 31, March

------7.34 7.34 2014 Other Related Parties Other Related March 31,

------0.24 0.24 0.78 6.50 0.30 0.78 51.73 51.73 51.67 51.67 79.75 2013 March 31, 31, March

------0.01 0.01 0.01 0.01 0.01 0.01 0.01 0.01 24.98 24.98 14.22 11.30 2014 Fellow Subsidiaries Fellow March 31,

------0.15 0.15 6.63 3.26 3.29 2013 March 31, 31, March

------8.24 8.24 5.90 12.06 Holding Company 2014 March 31,

------2013 March 31, 31, March

------Company 8.20 5.85 Ultimate Holding Ultimate 2014 March 31, tatements ` million, unless otherwise stated) Walt Disney Internet Group Group Internet Disney Walt Ignition Entertainment Limited Genx Entertainment Limited Outstanding Balance receivable Outstanding Balance receivable Buena Vista Games The Walt Disney Company Disney The Walt The Walt Disney Company (India) Private Limited (India) Private Company Disney The Walt Outstanding Balance payable UTV Software Communications Limited The Walt Disney Company (India) Private Limited (India) Private Company Disney The Walt Gratuity contribution during the year Assurance Gratuity Group Employee’s Limited Indiagames Scheme Accrual for Equity share based compensation for Accrual 19(d)) Note (Refer Company Disney The Walt Share of common expenses recharged by: Share of common expenses UTV Software Communications Limited Royalties/License Fees Royalties/License UTV Software Communications Limited Ignition Entertainment Ltd. Genx Entertainment Limited The Walt Disney Company (India) Private Limited (India) Private Company Disney The Walt Walt Disney Internet Group Internet Disney Walt Transactions during the year during the year Transactions parties and related end: the Company and outstandingDisclosure of transactions between balances as at the year Buena Vista Games Service Revenue earned Service Revenue UTV Software Communications Limited Limited (India) Private Company Disney The Walt S to the F inancial N otes (All amounts in (b) 182 183 indiagames Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements (All amounts in ` million, unless otherwise stated) 27. Leases Operating Lease The Company’s significant leasing arrangement is in respect of office premises which is non-cancellable lease. The leasing arrangement is for a period of five years and renewable by mutual consent, on mutually agreeable terms. The Company has entered into a sub-lease for part of one such office premises which is non-cancellable and for a period of five years, with an option of renewal on mutually agreeable terms. Year ended Year ended March 31, 2014 March 31, 2013 With respect to all operating leases: Lease payments recognised in the Statement of Profit and Loss during the year 25.97 25.41 Sub-lease payments received/receivable recognised in the Statement of Profit 4.65 12.13 and Loss during the year With respect to non-cancellable operating leases, the future minimum lease payments are as follows: As at As at March 31, 2014 March 31, 2013 Not later than one year 25.36 22.84 Later than one year and not later than five years 80.69 96.16 Later than five years - - 28. Dues to micro and small enterprises The Company has certain dues to suppliers registered under Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act”). The disclosures pursuant to the said MSMED Act are as follows: March 31, 2014 March 31, 2013 Principal amount due to suppliers registered under the MSMED Act and 0.25 0.86 remaining unpaid as at year end Interest due to suppliers registered under the MSMED Act and remaining unpaid - - as at year end Principal amount paid to suppliers registered under the MSMED Act, beyond the - - appointed day during the year Interest paid, other than under Section 16 of MSMED Act, to suppliers registered under the - - MSMED Act, beyond the appointed day during the year Interest paid, under Section 16 of MSMED Act, to suppliers registered under the - - MSMED Act, beyond the appointed day during the year Interest due and payable towards suppliers registered under MSMED Act, for - - payments already made Further interest remaining due and payable for earlier years - -

29. Previous Year Figures Previous year figures have been reclassified, wherever considered necessary, to conform to current year’s classification. The notes are an integral part of these financial statements

For Price Waterhouse & Co., Bangalore For and on behalf of the Board of Directors Firm Registration No. 007567S Chartered Accountants

Uday Shah Bhushan Kapadia Vishwas Joshi Partner Director Director Membership No. 046061

Place: Mumbai Place: Mumbai Date: July 25, 2014 Date: July 25, 2014 184 PB ANNUAL REPORT 2013-14

ANNUAL REPORT OF ig interactive entertainment Limited FOR FINANCIAL YEAR 2013-14

185 ig interactive entertainment Limited ANNUAL REPORT 2013-14

DIRECTORS’ REPORT

The Directors present their report and audited financial statements (2) Changes in public and consumer tastes and preferences of IG Interactive Entertainment Limited (‘the Company’) for the year Our businesses distribute entertainment products whose ended March 31, 2014. success depends substantially on consumer tastes and Principle activities, business review and future developments preferences that change in often unpredictable ways. The The principal activity of the Company is that of distribution and success of our businesses depend on our ability to consistently marketing of entertainment software including motion pictures as distribute filmed entertainment and online material products well as being an investment holding company. that meet the changing preferences of our broad consumer market. The operations of Ignition Entertainment Limited (the Company’s subsidiary) were curtailed during the financial year ended (3) Changes in technology and in consumer consumption patterns March 31, 2013, accordingly the inter-company investment of The media entertainment and internet businesses in which we £26,765,746 was fully impaired and the loan was impaired to participate depend significantly on our ability to exploit new a value of £6,256,523, being the value of the original loan technologies to distinguish our products and services from (£6,804,954) offset by the expenses incurred under a letter of those of our competitors. In addition, new technologies affect indemnity provided to Ignition Entertainment Limited (£548,331), the demand for our products, the manner and markets in which which resulted in charges to the profit and loss, as at the year end. our products are distributed to consumers and the time and During the financial year ended March 31, 2014, the Company manner in which consumers acquire and view some of our incurred expenses of £18,894 under the letter of indemnity to entertainment products. Ignition Entertainment Limited and £50 to Ignition London Limited (4) Intellectual property rights but incurred no expense due to impairment of inter-company The value to us of our non-exclusive rights to intellectual investments or loans. property is dependent on the scope of our rights as defined In addition, the Company increased its loan to UTV Communications by applicable laws in the UK, European and other markets and (USA) LLC by £226,658, another group undertaking, and settled the the manner in which those laws are construed. If those laws long-term inter-company payable with UTV Software Communications are drafted or interpreted in ways that limit the extent of our Limited, the Company’s immediate parent undertaking, for rights, or if existing laws are changed, our ability to generate £346,444. revenue from our intellectual property rights may decrease. The The Directors consider the results for the year and the financial unauthorised use of intellectual property in the entertainment condition of the Company at the end of the year to be satisfactory. industry generally continues to be a significant challenge for It is considered that the Company’s activities will remain unchanged intellectual property rights holders. for the foreseeable future. With respect to each of the risks noted above the Directors Results and dividends regularly review such matters to mitigate their respective impact on the Company. The profit for the financial year, amounted to £344,492 (2013: loss of £33,521,578) which has been transferred to reserves. Key performance indicators (“KPIs”) The Directors do not recommend the payment of a dividend The Company’s Directors are of the opinion that analysis using KPIs is (2013: £nil). not relevant for an understanding of the development, performance or position of the business and the key financial performance Principal risks and uncertainties measurements are reflected in these financial statements. The activities of the Company are broad and as such a wide Financial risk management range of factors could materially affect future developments and performance. The most significant factors affecting our operations The Company’s operations expose it to financial risks. The most include the following: significant are described below. (1) Changes in UK, Europe wide, Africa and Asia economic (1) Credit risk: The Company has implemented policies that require conditions appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual A decline in economic activity in these markets in which counterparty is subject to a limit, which is assessed continually we do business can adversely affect demand for any of our by the Company’s credit control function. businesses, thus reducing our revenues. Economic conditions can also impair the ability of those with whom we do business (2) Foreign exchange risk: The Company may hold assets and to satisfy their obligations to us. In addition, an increase in price liabilities denominated in foreign currencies. No derivative levels generally could result in a shift in consumer demand financial instruments are used to manage the risk of fluctuating away from the entertainment products we offer, which could exchange rates, so no hedge accounting is applied. The also adversely affect our revenues and, at the same time, Company has in place a foreign exchange policy, driven by the increase our costs. Changes in exchange rates for foreign ultimate parent company, The Walt Disney Company, and will currencies may reduce demand or reduce the value of revenue reconsider the appropriateness of this policy should operations we receive from other markets. change in nature.

186 187 ig interactive entertainment Limited ANNUAL REPORT 2013-14

DIRECTORS’ REPORT

Directors ●● prepare the financial statements on the going concern basis The people who served as Directors of the Company during the unless it is inappropriate to presume that the Company will year and up to the date of signing the financial statements were continue in business. as follows: The Directors are responsible for keeping adequate accounting Hitesh Chandarana records that are sufficient to show and explain the Company’s Jatin Talwar (appointed April 16, 2014) transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that There was no qualifying third party indemnity provision in force, for the the financial statements comply with the Companies Act, 2006. They benefit of any of the Directors, at any time during the financial year. are also responsible for safeguarding the assets of the Company and Disabled persons hence for taking reasonable steps for the prevention and detection Applications for employment by disabled persons are always fully of fraud and other irregularities. considered, bearing in mind the respective aptitudes and abilities of Disclosure of information to auditors the applicant concerned. In the event of members of staff becoming ●● So far as the Directors are aware, there is no relevant audit disabled whilst in employment, every effort is made to ensure that information of which the Company’s auditors are unaware, and their employment with the Company continues and the appropriate training is arranged. It is the policy of the Company that the training, ●● the Directors as on the date of signing the report career development and promotion of a disabled person should, as have taken all the steps that they ought to far as possible, be identical to that of a person who does not suffer have taken as Directors in order to make themselves aware from a disability. of any relevant audit information and to establish that the Company’s auditors are aware of that information. Employee involvement This report has been prepared in accordance with the special Consultation with employees has continued at all levels, with the aim provisions of Part 15 of the Companies Act, 2006 relating to small of ensuring that views are taken into account when decisions are companies. made which are likely to affect their interests, and that all employees are aware of the financial and economic performance of their business units, and of the Company as a whole. Communication On behalf of the Board on with all employees continues through newsletters, briefing groups June 25, 2014. and the availability of the annual report. Jatin Talwar Charitable donations Director During the year, the Company has not made charitable donations. Registered Office Creditor payment policy Amba House The Company aims to pay all of its creditors in accordance with 4th Floor, Kings Suite contractual and other legal obligations. The creditor days at year end 15 College Road is 7 days (2013: 12 days). Harrow, Middlesex HA1 1BA Statement of Directors’ responsibilities The Directors are responsible for preparing the Directors’ report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ●● select suitable accounting policies and then apply them consistently; ●● make judgements and accounting estimates that are reasonable and prudent; ●● state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

186 187 ig interactive entertainment Limited ANNUAL REPORT 2013-14

Independent auditors’ report

to the members of Opinion on other matter prescribed by the Companies Act, 2006 IG Interactive Entertainment Limited In our opinion the information given in the Directors’ report for the Report on the financial statements financial year for which the financial statements are prepared is Our opinion consistent with the financial statements. In our opinion the financial statements, defined below: Other matters on which we are required to report by exception ●● give a true and fair view of the state of the Company’s affairs Adequacy of accounting records and information and explanations as at March 31, 2014 and of its profit for the year then ended; received ●● have been properly prepared in accordance with United Under the Companies Act, 2006 we are required to report to you if, Kingdom Generally Accepted Accounting Practice; and in our opinion: ●● we have not received all the information and explanations we ●● have been prepared in accordance with the requirements of require for our audit; or the Companies Act, 2006. ●● adequate accounting records have not been kept, or returns This opinion is to be read in the context of what we say in the adequate for our audit have not been received from branches remainder of this report. not visited by us; or What we have audited ●● the financial statements are not in agreement with the The financial statements, which are prepared by IG Interactive accounting records and returns. Entertainment Limited, comprise: We have no exceptions to report arising from this responsibility. ●● the Balance Sheet as at March 31, 2014; Directors’ remuneration ●● the Profit and Loss Account for the year then ended; and Under the Companies Act, 2006 we are required to report to you if, in ●● the notes to the financial statements, which include a summary our opinion, certain disclosures of Directors’ remuneration specified of significant accounting policies and other explanatory by law are not made. We have no exceptions to report arising from information. this responsibility. The financial reporting framework that has been applied in their Entitlement to exemptions preparation is applicable law and United Kingdom Accounting Under the Companies Act, 2006 we are required to report to you if, Standards (United Kingdom Generally Accepted Accounting in our opinion, the Directors were not entitled to: prepare financial Practice). statements in accordance with the small companies regime; and In applying the financial reporting framework, the Directors have take advantage of the small companies exemption from preparing made a number of subjective judgements, for example in respect a strategic report. We have no exceptions to report arising from this of significant accounting estimates. In making such estimates, they responsibility. have made assumptions and considered future events. Responsibilities for the financial statements and the audit What an audit of financial statements involves Our responsibilities and those of the directors We conducted our audit in accordance with International Standards As explained more fully in the Statement of Directors’ responsibilities, on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”). An audit the Directors are responsible for the preparation of the financial involves obtaining evidence about the amounts and disclosures in statements and for being satisfied that they give a true and fair view. the financial statements sufficient to give reasonable assurance that the financial statements are free from material misstatement, Our responsibility is to audit and express an opinion on the financial whether caused by fraud or error. This includes an assessment of: statements in accordance with applicable law and ISAs (UK & Ireland). Those standards require us to comply with the Auditing Practices ●● whether the accounting policies are appropriate to the Board’s Ethical Standards for Auditors. Company’s circumstances and have been consistently applied and adequately disclosed; This report, including the opinions, has been prepared for and only for the Company’s members as a body in accordance with Chapter ●● the reasonableness of significant accounting estimates made 3 of Part 16 of the Companies Act, 2006 and for no other purpose. by the Directors; and We do not, in giving these opinions, accept or assume responsibility ●● the overall presentation of the financial statements. for any other purpose or to any other person to whom this report In addition, we read all the financial and non-financial information is shown or into whose hands it may come save where expressly in the Director’s Report and Financial Statements (the “Annual agreed by our prior consent in writing. Report”) to identify material inconsistencies with the audited financial statements and to identify any information that is Nicholas A. Smith (Senior Statutory Auditor) apparently materially incorrect based on, or materially inconsistent For and on behalf of PricewaterhouseCoopers LLP with, the knowledge acquired by us in the course of performing the Chartered Accountants and Statutory Auditors audit. If we become aware of any apparent material misstatements London or inconsistencies we consider the implications for our report. June 26, 2014

188 189 ig interactive entertainment Limited ANNUAL REPORT 2013-14

Profit and loss account Notes to the Financial Statements for the year ended March 31, 2014 for the year ended March 31, 2014

Notes 2014 2013 1. Accounting policies The financial statements are prepared in accordance with the Companies Act, 2006, the special provisions of Part 15 £ £ of the Companies Act, 2006 related to small companies and Turnover 2 2,548,366 2,435,111 applicable accounting standards in the United Kingdom. The Cost of sales (1,899,199) (2,037,910) following accounting policies have been applied consistently in Gross Profit 649,167 397,201 dealing with items which are considered material in relation to Administrative expenses (207,565) (336,382) the Company’s financial statements. Impairment of investments 4 - (26,765,746) a) Basis of accounting Provisions on loan to The financial statements are prepared on a going subsidiary company 4 - (6,256,523) concern basis, under the historical cost convention, in Inter-company indemnity accordance with applicable accounting standards in the expense 4 (18,944) (548,331) United Kingdom and under Companies Act, 2006. There Operating profit/(loss) 3 422,658 (33,509,781) are no indications that amounts receivable or payable Profit/(loss) on ordinary by the Company are not going to be received or paid and activities before taxation 422,658 (33,509,781) therefore support these statements being prepared on a Tax on profit/(loss) on going concern basis. For the year ended March 31, 2014 ordinary activities 7 (78,166) (11,797) the Company has prepared its annual financial statements Profit/(loss) for the in accordance with UK GAAP. financial year 14 344,492 (33,521,578) The financial statements contain information about There is no material difference between the profit on ordinary IG Interactive Entertainment Limited as an individual activities as reported above and its historical cost equivalent. Company and do not contain consolidated financial There were no recognised gains or losses for the year other than information as the parent of a group. The Company is a those included in the profit and loss account above, and therefore no wholly owned subsidiary of a group headed by The Walt separate statement of total gains and losses has been presented. Disney Company and is included in the consolidated financial statements of that company, which are publicly The results shown above are derived from continuing operations. available. Consequently, the Company is exempt under The notes form part of these financial statements. Section 401 of the Companies Act, 2006 from preparing consolidated financial statements. Balance sheet as at March 31, 2014 Under the provisions of FRS 1 (Revised) “Cash flow Company Registration No. 05222227 statements”, the Company has not prepared a cash flow statement because The Walt Disney Company, a Company Notes 2014 2013 incorporated in the United States of America, has prepared publicly available consolidated financial statements which £ £ include the financial statements of the Company for the Fixed assets financial year and which contain a consolidated cash flow Investments 8 - - statement. Current assets b) Revenue recognition Stocks 9 120 237 Debtors 10 7,941,034 7,820,525 Turnover represents the invoiced value of goods and Cash at bank and in hand 1,882,621 1,953,861 services supplied by the Company, net of value added tax 9,823,775 9,774,623 and trade discounts. Creditors: amounts falling Revenue from distribution of movies is recognised in 11 (2,638,268) (2,587,163) due within one year accordance with the distribution agreement or on physical Net current assets 7,185,507 4,226,783 delivery of the movies, whichever is later. Total assets less current c) Stock 7,185,507 4,226,783 liabilities Stocks of finished goods and goods for resale are stated at Creditors: amounts falling 12 - (346,445) the lower of cost and net realisable value. Net realisable due after more than one year value is the price at which stocks can be sold in the Net assets 7,185,507 6,841,015 normal course of business after allowing for the costs of Capital and reserves realisation. Provisions have been made for obsolescence, Called up share capital 13 83,978,665 83,978,665 based upon aging of inventory, historical and forecasted Profit and loss account 14 (76,793,158) (77,137,650) sales, estimated margins and current events or changes Total Shareholders’ funds 15 7,185,507 6,841,015 in market conditions. The cost of stock is determined through the use of weighted average methodology. The financial statements were approved by the Board of Directors on June 25, 2014 and were signed on its behalf by: d) Foreign currencies Jatin Talwar Transactions in foreign currencies are translated using Director the rate of exchange ruling at the date of the transaction. 188 189 ig interactive entertainment Limited ANNUAL REPORT 2013-14

Monetary assets and liabilities in foreign currencies are The operations of Ignition Entertainment Limited (the expressed in sterling at the appropriate rates ruling at the Company’s subsidiary) were curtailed during the financial balance sheet date. All foreign exchange gains and losses year ended March 31, 2013, accordingly the inter-company are taken to the profit and loss account. investment of £26,765,746 was fully impaired and the loan e) Financial instruments was impaired to a value of £6,256,523, being the value of the original loan (£6,804,954) offset by the expenses incurred Cash under a letter of indemnity provided to Ignition Entertainment Cash comprises cash at bank and in hand, and bank Limited (£548,331), which resulted in charges to the profit overdrafts where there is a right of offset, which have a and loss, as at the year end. During the financial year ended maturity of 90 days or less at date of acquisition. March 31, 2014, the Company incurred expenses of £18,894 f) Taxation under the letter of indemnity to Ignition Entertainment Limited and £50 to Ignition London Limited but incurred no expense Corporation tax payable is provided on taxable profits at due to impairment of inter-company investments or loans. the current rate. Deferred tax is recognised in respect of all timing 5. Directors emoluments differences that have originated but not reversed at the The Directors did not receive any emoluments in respect of their balance sheet date, where transactions or events that services to the company. Both the Directors are remunerated result in an obligation to pay more tax in the future or a by another group undertaking. It is not possible to determine right to pay less tax in the future have occurred at the the allocation of remuneration of the Directors related to the balance sheet date. Company. A deferred tax asset is regarded as recoverable and 6. Staff costs therefore recognised only when, on the basis of all available evidence, it can be regarded as more likely than 2014 2013 not that there will be suitable taxable profits against which £ £ to recover carried forward tax losses and from which the Wages and salaries 87,128 75,816 future reversal of underlying timing differences can be Social security costs 10,763 9,230 deducted. 97,891 85,046 Deferred tax is measured at the average tax rates that Monthly average number of employees, excluding Directors are expected to apply in the periods in which the timing during the year differences are expected to reverse, based on tax rates and laws that have been enacted or substantively enacted Number Number by the balance sheet date. Deferred tax is measured on a Administration 2 2 non-discounted basis. 2 2 2. Turnover 7 . Tax on profit on ordinary activities Turnover is attributable to the one continuing activity. 2014 2013 Analysis by geographical market: £ £ 2014 2013 Analysis of charge in period £ £ Current tax United Kingdom 1,201,724 1,151,160 UK corporation tax on profits of the EEC & Other 1,346,642 1,283,951 period 78,166 - 2,548,366 2,435,111 Overseas taxation of the period 9,371 - Double taxation relief (9,371) 3. Operating profit/(loss) Other - 11,797 2014 2013 78,166 11,797 £ £ Factors affecting tax charge for period Operating profit/(loss) is stated The tax assessed for the period is lower (2013: higher) than the after charged/(crediting): standard effective rate of corporation tax in the UK for the year Net foreign exchange (gain)/loss (129,316) 26,275 ended March 31, 2014 of 23% (2013: 24%). The differences Auditors’ remuneration – audit of are explained below: the Company’s and its subsidiary 2014 2013 financial statements 35,000 137,000 £ £ 4. Operating exceptional items Profit/(loss) on ordinary activities 422,658 (33,509,781) 2014 2013 before tax £ £ Standard rate of corporation tax in 23% 24% Impairment of investment in the UK subsidiary - 26,765,746 Profit/(loss) on ordinary activities 97,211 (8,712,543) Provision on loan to subsidiary - 6,256,523 multiplied by the standard tax rate Provision on loan to subsidiary 18,944 548,331 of corporation tax

190 191 ig interactive entertainment Limited ANNUAL REPORT 2013-14

2014 2013 The Company indirectly holds: £ £ Shares in group Business Country of Proportion of Effects of: undertakings registration/ nominal Expenses not deductible for tax - 8,056,944 incorporation value of voting purposes shares held Use of losses brought forward (88,758) (14,597) 2014 2013 where deferred tax not provided Ignition London Curtailed England 100% 100% Adjustment due to change in (8,453) - Limited operations corporation tax rate Ignition Entertainment Curtailed USA 100% 100% Permanent differences 78,166 - Limited USA operations Other - 11,797 9. Stock 78,166 11,797 2014 2013 Factors that may affect future tax expense £ £ A number of changes to the UK Corporation tax system were announced in the March 2013 Budget Statement. The Finance Finished goods and goods for resale 120 237 Act, 2013 which was substantially enacted on July 2, 2013 120 237 includes legislation reducing the main rate of Corporation tax There are no significant differences between replacement cost from 23% to 21% with effect from April 1, 2014 and to 20% from and the value of stocks shown. April 1, 2015. These future changes had been substantially enacted at the balance sheet date and therefore have been 10. Debtors applied in these financial statements. 2014 2013 Deferred taxation £ £ The Company has trading losses to carry forward, however no deferred tax asset has been recognised as the Company Trade debtors 72,449 139,640 cannot assess with sufficient certainty the future recoverability. Amounts owed by group 7,868,149 7,641,491 undertakings Maximum potential Other debtors 43 39,116 asset Prepayments and accrued income 392 278 2014 2013 7,941,034 Analysis of charge in period 7,820,525 Losses 74,639 178,959 Amounts receivable from group undertakings are unsecured, interest free and repayable on demand. The movement in the year relates to the use of certain tax losses in the year and the impact of the deduction in the A letter of guarantee has been provided to the company corporation tax rate. to support the recoverability of £7,868,149 due from UTV Communications (USA) LLC. 8. Fixed asset investments 11. Creditors: amounts falling due within one year Investment in subsidiary undertakings 2014 2013 Cost £ £ £ At March 31, 2013 52,765,350 Trade creditors 36,797 68,147 At March 31, 2014 52,765,350 Amounts owed to group 2,311,804 1,822,127 Provision for impairment in value undertakings At March 31, 2013 (52,765,350) Other taxes and social security costs 68,795 44,575 Charge for the year - Accruals and deferred income 220,872 652,314 At March 31, 2014 (52,765,350) 2,638,268 2,587,163 Net carrying amount Amounts owed to group undertakings are unsecured, repayable At March 31, 2014 - on demand and interest free. At March 31, 2013 - 12. Creditors: amounts falling due after one year The Company holds directly 20% or more of the share capital of the following companies: 2014 2013 Shares in group Business Country of Proportion of £ £ undertakings registration/ nominal Amounts owed to group - 346,445 incorporation value of voting undertakings shares held - 346,445 2014 2013 Amounts owed to group undertakings were unsecured, interest Ignition Entertainment Curtailed England free, and whilst it had no fixed date of repayment it was Limited operations 100% 100% deemed to be long term advances for preference share capital

190 191 ig interactive entertainment Limited

and not converted following agreement with UTV Software 17. Ultimate parent undertaking Communications Limited. The Company’s immediate parent undertaking is UTV Software 13. Called up share capital Communications Limited. The ultimate parent undertaking and controlling party and the parent of the smallest and largest 2014 2013 group to consolidate these financial statements is The Walt £ £ Disney Company, a company incorporated in the United States Authorised: of America. Copies of The Walt Disney Company consolidated financial statements can be obtained from: 3,000,000 Ordinary shares of 3,000,000 3,000,000 £1 each 500 South Buena Vista Street Burbank, California 91521. 97,000,000 Preference shares of 97,000,000 97,000,000 £1 each The Walt Disney Company is also the largest and smallest group for which financial statements are prepared and of which 100,000,000 100,000,000 the Company is a member. 2014 2013 £ £ Allotted and fully paid: 10,000 Ordinary shares of 33,910,000 33,910,000 £1 each 50,068,665 Preference shares of 50,068,665 50,068,665 £1 each 83,978,665 83,978,665 The preference shares carry the following rights and obligations: 1) On winding up the holder of the preference shares shall be entitled to repayment of the capital paid on those shares in priority to any payment to holder or ordinary shares or redeemable shares but not in priority of holder of cumulative preference shares; 2) The preference share holder are not entitled to attend or vote at any general meeting. 14. Reserves

Profit and loss account £ At March 31, 2013 (77,137,650) Profit for the year 344,492 At March 31, 2014 (76,793,158) 15. Reconciliation of movement in shareholders’ funds

2014 2013 £ £ Profit/(loss) for the year 344,492 (33,521,578) Proceeds of issue of equity shares - 33,900,000 344,492 378,422 Opening shareholders’ funds 6,841,015 6,462,593 Closing shareholders’ funds 7,185,507 6,841,015 16. Related party transactions The Company is a wholly owned subsidiary of the ultimate parent company and utilises the exemption contained in FRS 8, Related party disclosures, not to disclose any transactions with entities that are included in the financial statements of the ultimate parent company. The address at which the consolidated financial statements of the ultimate parent company are publicly available is included in note 17.

192 ANNUAL REPORT 2013-14

ANNUAL REPORT OF Ignition Entertainment Limited (UK) FOR FINANCIAL YEAR 2013-14

193 Ignition Entertainment Limited ANNUAL REPORT 2013-14

DIRECTORS’ REPORT

The Director presents his report and audited financial statements of Directors Ignition Entertainment Limited (‘the Company’) for the year ended The people who served as Directors of the Company during the year March 31, 2014. and up to the date of signing the financial statements were as follows: Principle activities, business review and future developments J Talwar - appointed May 2, 2014 The Company’s principal business was the development, R S Screwvala - resigned May 2, 2014 publishing and distribution of video games. The UTV Group (of There was no qualifying third party indemnity provision in force, for the which the Company is a subsidiary of) was acquired by The Walt benefit of any of the Directors, at any time during the financial year. Disney Company in February 2012. Upon acquisition, the Director Statement of Director’s responsibilities completed a strategic review of the operations of the Company and its future development, and took the decision to curtail operations. The Director is responsible for preparing the Director’s report and the financial statements in accordance with applicable law and regulations. Due to the cessation of trade, the Director has decided to place the Company into liquidation, although a formal appointment of a Company law requires the Director to prepare financial statements liquidator has not been made. for each financial year. Under that law the Director has prepared the financial statements in accordance with United Kingdom Generally It is the current intention of the Director to wind-up and liquidate the Accepted Accounting Practice (United Kingdom Accounting Company. Accordingly, the going concern basis of accounting is no Standards and applicable law). Under company law the Director longer appropriate and the financial statements have been prepared must not approve the financial statements unless he is satisfied that on a basis other than going concern as described in notes to the they give a true and fair view of the state of affairs of the Company financial statements. and of the profit or loss of the Company for that period. In preparing During the current financial year, the Company disposed of the these financial statements, the Director is required to: intellectual property associated with the El Shaddai game in May ●● select suitable accounting policies and then apply them 2013, which generated a profit on disposal of £105,608. consistently; In the prior year, inter-company receivables were impaired for ●● make judgements and accounting estimates that are £6,132,650; no charge was incurred for the current year. reasonable and prudent; The Company recharged expenses of £18,894 (2013: £548,331) ●● state whether applicable UK Accounting Standards have been to the Company’s immediate parent company (in line with an followed, subject to any material departures disclosed and indemnification letter obtained in the previous financial year), in explained in the financial statements; and relation to net costs incurred in the year, which were not accrued in the prior year to closure. ●● prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will In addition, the Company transferred £6,256,523 (2013: continue in business (see note 1 a). £15,184,005) from amounts due to its immediate parent undertaking to the capital contribution reserve on the agreement of IG Interactive The Director is responsible for keeping adequate accounting records Entertainment Limited, its immediate parent undertaking. that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial Results and dividends position of the Company and enable them to ensure that the The profit for the financial year, amounted to £178,569 (2013: loss financial statements comply with the Companies Act, 2006. He is of £6,068,041) which has been transferred to reserves. also responsible for safeguarding the assets of the Company and The Director does not recommend the payment of a dividend hence for taking reasonable steps for the prevention and detection (2013: £nil). of fraud and other irregularities. Principal risks, uncertainties and Key Performance Indicators Charitable donations (“KPIs”) During the year, the Company has not made charitable donations. The Company has ceased trading. The Company is not a going Disclosure of information to auditors concern and is in the processing of realising its assets and settling its ●● So far as the Director is aware, there is no relevant audit liabilities. Accordingly, the Director does not believe it is necessary to information of which the Company’s auditors are unaware, and provide details of KPIs in order to understand the basis of realising its current position. ●● the Director as on the date of signing the report has taken all the steps that he ought to have taken as a Director in order to make Financial risk management himself aware of any relevant audit information and to establish The Company’s operations (although curtailed) expose it to financial that the Company’s auditors are aware of that information. risks. The most significant are described below. This report has been prepared in accordance with the special provisions (1) Credit risk: The Company has implemented policies that require of Part 15 of the Companies Act, 2006 relating to small companies. appropriate credit checks on potential customers before sales are made. The amount of exposure to any individual On behalf of the Board on counterparty is subject to a limit, which is assessed continually June 25, 2014. by the Company’s credit control function. Jatin Talwar (2) Foreign exchange risk: The Company may hold assets and Director liabilities denominated in foreign currencies. No derivative financial instruments are used to manage the risk of fluctuating exchange Registered Office rates, so no hedge accounting is applied. The Company has in place Amba House a foreign exchange policy, driven by the ultimate parent company, 4th Floor, Kings Suite The Walt Disney Company, and will reconsider the appropriateness 15 College Road, Harrow, of this policy should operations change in nature. Middlesex, HA1 1BA 194 195 Ignition Entertainment Limited ANNUAL REPORT 2013-14

Independent auditors’ report

To the Members of In addition, we read all the financial and non-financial information Ignition Entertainment Limited in the Director’s Report and Financial Statements (the “Annual Report on the financial statements Report”) to identify material inconsistencies with the audited financial statements and to identify any information that is Our opinion apparently materially incorrect based on, or materially inconsistent In our opinion the financial statements, defined below: with, the knowledge acquired by us in the course of performing the ●● give a true and fair view of the state of the Company’s affairs audit. If we become aware of any apparent material misstatements as at March 31, 2014 and of its profit for the year then ended; or inconsistencies we consider the implications for our report. Opinion on other matter prescribed by the Companies Act, 2006 ●● have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and In our opinion the information given in the Director’s report for the financial year for which the financial statements are prepared is ●● have been prepared in accordance with the requirements of consistent with the financial statements. the Companies Act, 2006. Other matters on which we are required to report by exception This opinion is to be read in the context of what we say in the remainder of this report. Adequacy of accounting records and information and explanations received Emphasis of matter-Basis of preparation Under the Companies Act, 2006 we are required to report to you if, In forming our opinion on the financial statements, which is not in our opinion: modified, we have considered the adequacy of the disclosure made in note 1 to the financial statements concerning the ●● we have not received all the information and explanations we require for our audit; or going concern basis of accounting. During the period ended March 31, 2013, the Director decided that the Company would ●● adequate accounting records have not been kept, or returns cease trading. Accordingly, the going concern basis of accounting adequate for our audit have not been received from branches is no longer appropriate and the financial statements have been not visited by us; or prepared on a basis other than going concern as described in note ●● the financial statements are not in agreement with the 1 to the financial statements. No adjustments were necessary to accounting records and returns. write down assets to their recoverable value, to reclassify fixed/ We have no exceptions to report arising from this responsibility. non-current assets and long-term/non-current liabilities as current Director’s remuneration assets and current liabilities and to provide for liabilities arising as Under the Companies Act, 2006 we are required to report to you if, in a result of the decision to cease trading/liquidate the entity as at our opinion, certain disclosures of Director’s remuneration specified March 31, 2014 as these were taken in prior years. by law are not made. We have no exceptions to report arising from What we have audited this responsibility. The financial statements, which are prepared by Ignition Entitlement to exemptions Entertainment Limited, comprise: Under the Companies Act, 2006 we are required to report to you if, ●● Balance Sheet as at March 31, 2014; in our opinion, the Director was not entitled to take advantage of the ●● Profit and Loss account for the year then ended; and small companies exemption from preparing a strategic report. We have no exceptions to report arising from this responsibility. ●● the notes to the financial statements, which include a summary of significant accounting policies and other explanatory Responsibilities for the financial statements and the audit information. Our responsibilities and those of the Director The financial reporting framework that has been applied in their As explained more fully in the Statement of Director’s responsibilities preparation is applicable law and United Kingdom Accounting set out in the Director Report, the Director is responsible for the Standards (United Kingdom Generally Accepted Accounting Practice). preparation of the financial statements and for being satisfied that they give a true and fair view. In applying the financial reporting framework, the Director has made a number of subjective judgements, for example in respect Our responsibility is to audit and express an opinion on the financial of significant accounting estimates. In making such estimates, the statements in accordance with applicable law and ISAs (UK & Director has made assumptions and considered future events. Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. What an audit of financial statements involves This report, including the opinions, has been prepared for and only We conducted our audit in accordance with International Standards for the Company’s members as a body in accordance with Chapter on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”). An audit 3 of Part 16 of the Companies Act, 2006 and for no other purpose. involves obtaining evidence about the amounts and disclosures in We do not, in giving these opinions, accept or assume responsibility the financial statements sufficient to give reasonable assurance for any other purpose or to any other person to whom this report that the financial statements are free from material misstatement, is shown or into whose hands it may come save where expressly whether caused by fraud or error. This includes an assessment of: agreed by our prior consent in writing. ●● whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied Nicholas A Smith (Senior Statutory Auditor) and adequately disclosed; For and on behalf of PricewaterhouseCoopers LLP ●● the reasonableness of significant accounting estimates made Chartered Accountants and Statutory Auditors by the Director; and London ●● the overall presentation of the financial statements. June 26, 2014 194 195 Ignition Entertainment Limited ANNUALANNUAL REPORTREPORT 2013-142013-14

Profit and loss account Notes to the Financial Statements for the year ended March 31, 2014 for the year ended March 31, 2014

Notes 2014 2013 1. Accounting policies £ £ The financial statements are prepared in accordance with Turnover 2 17,557 99,269 the Companies Act 2006, the special provisions of Part 15 Cost of sales 42,726 (20,291) of the Companies Act, 2006 related to small companies and Gross Profit 60,283 78,978 applicable accounting standards in the United Kingdom. The Administrative expenses (17,372) (353,833) following accounting policies have been applied consistently in Impairment of inter-company dealing with items which are considered material in relation to receivables – (6,132,650) the Company’s financial statements. Other operating income 12,678 64,601 a) Basis of accounting Profit on disposal of intangible asset 105,608 – Operating profit/(loss) 3 161,197 (6,342,904) These financial statements are prepared under the Interest receivable and similar historical cost convention and in accordance with income 6 – 8 the Companies Act, 2006 and applicable accounting Interest payable and similar standards in the United Kingdom. charges 7 (1,522) (273,476) The Company ceased trading during the financial year Inter-company indemnity income 18,894 548,331 ended March 31, 2013 following acquisition of the Profit/(loss) on ordinary UTV Group (of which the Company is a subsidiary of) activities before taxation 178,569 (6,068,041) and a strategic review of operations of the Company. Tax on profit/(loss) on ordinary Accordingly, the going concern basis of accounting is no activities 8 – (271,325) longer appropriate as at March 31, 2014. As required by Profit/(loss) for the financial FRS 18.21 and as permitted by SI 2008/420 Schedule year 13 178,569 (6,339,366) 1 (10) (2), the Director has prepared the financial There is no material difference between the profit on ordinary statements on the basis that the Company is no longer activities as reported above and its historical cost equivalent. a going concern. No adjustments were necessary to write There were no recognised gains or losses for the year other than down assets to their recoverable value, to reclassify fixed/ those included in the profit and loss account above, and therefore no non-current assets and long-term/non-current liabilities separate statement of total gains and losses has been presented. as current assets and current liabilities and to provide The results shown above are derived from discontinued operations. for liabilities arising as a result of the decision to cease The notes form part of these financial statements. trading/liquidate the entity as at March 31, 2014 as these were taken in prior years. The principal accounting policies, which have been Balance sheet as at March 31, 2014 applied consistently throughout the year, are set out below Company Registration No.: 04293817 and, where necessary, have been updated to include any policies which are now considered significant given the Notes 2014 2013 presentation of the financial statements as at March 31, £ £ 2014 on a non-going concern basis. Fixed assets The financial statements contain information about Investments 9 – – Ignition Entertainment Limited as an individual Company Current assets and do not contain consolidated financial information Debtors 10 32,509 14,650 as the parent of a group. The Company is a wholly Cash at bank and in hand 122,498 12,978 owned subsidiary of a group headed by The Walt Disney 155,007 27,628 Company and is included in the consolidated financial Creditors: amounts falling 11 (330,937) (6,638,650) due within one year statements of that company, which are publicly available. Net current liabilities (175,930) (6,611,022) Consequently, the Company is exempt under Section 401 Total assets less current liabilities (175,930) (6,611,022) of the Companies Act, 2006 from preparing consolidated Net liabilities (175,930) (6,611,022) financial statements. Capital and reserves Under the provisions of FRS 1 (Revised) “Cash flow Called up share capital 12 55,546,018 55,546,018 statements”, the Company has not prepared a cash flow Share premium 13 2,903,704 2,903,704 statement because The Walt Disney Company, a Company Capital contribution 13 21,440,528 15,184,005 incorporated in the United States of America, has prepared Profit and loss account 13 (80,066,180) (80,244,749) publicly available consolidated financial statements which Total Shareholders’ deficit 13 (175,930) (6,611,022) include the financial statements of the Company for the The financial statements were approved by the Board of Directors on financial year and which contain a consolidated cash flow June 25, 2014 and were signed on its behalf by: statement. b) Revenue recognition Jatin Talwar Director Turnover represents the invoiced value of goods and services supplied by the Company, net of value added 196 197197 Ignition Entertainment Limited ANNUALANNUAL REPORTREPORT 2013-142013-14

Notes to the Financial Statements tax and trade discounts. Revenue in respect of the sale 3. Operating profit/(loss) of video games is recognised at the point of supplying the for the year ended March 31, 2014 2014 2013 completed game software to the distributor, who in turn has the responsibility for the manufacture of the game £ £ and subsequent sale to the retail customer and retains the Operating profit/(loss) is stated credit and pricing risk associated with the onward sale. In after charged/(crediting): this situation revenue is measured on a net income basis, Net foreign exchange (gain)/loss 13,001 173,322 excluding associated manufacture costs and other related Operating lease rentals – plant and amounts under the contract. Where appropriate, price machinery 750 (9,666) discount provisions are recognised in accordance with contractual terms. Auditor’s remuneration has been borne by the immediate parent undertaking in the current year due to the cessation of Turnover also includes the sale of intellectual property, trading activities. which is recognised at the point risk and rewards of ownership are transferred. 4. Director’s emoluments c) Foreign currencies The Director did not receive any emoluments in respect of their Transactions in foreign currencies are translated using services to the Company. The Director was remunerated by the rate of exchange ruling at the date of the transaction. another group undertaking. It is not possible to determine the Monetary assets and liabilities in foreign currencies are allocation of remuneration of the Director related to the Company. expressed in sterling at the appropriate rates ruling at the 5. Staff costs balance sheet date. All foreign exchange gains and losses are taken to the profit and loss account. 2014 2013 d) Financial instruments £ £ Cash Wages and salaries - 135,401 Social security costs 159 (19,319) Cash comprises cash at bank and in hand, and bank overdrafts where there is a right of offset, which have a 159 116,082 maturity of 90 days or less at date of acquisition. Monthly average number of employees, excluding Directors e) Taxation during the year Corporation tax payable is provided on taxable profits at Number Number the current rate. Administration - 2 Deferred tax is recognised in respect of all timing Sales - 2 differences that have originated but not reversed at the - 4 balance sheet date, where transactions or events that 6. Interest receivable and similar income result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the 2014 2013 balance sheet date. £ £ A deferred tax asset is regarded as recoverable and therefore Interest receivable on bank recognised only when, on the basis of all available evidence, balances - 8 it can be regarded as more likely than not that there will - 8 be suitable taxable profits against which to recover carried forward tax losses and from which the future reversal of 7. Interest payable and similar charges underlying timing differences can be deducted. 2014 2013 Deferred tax is measured at the average tax rates that £ £ are expected to apply in the periods in which the timing Interest payable on bank loans 1,522 117,771 differences are expected to reverse based on tax rates Interest payable on inter-company and laws that have been enacted or substantively enacted loans - 155,705 by the balance sheet date. Deferred tax is measured on a 1,522 273,476 non-discounted basis. 8. Tax on profit on ordinary activities 2. Turnover Turnover is attributable to the one activity. 2014 2013 £ £ Analysis by geographical market: Analysis of charge in period 2014 2013 Current tax £ £ UK corporation tax on profits of the - - United Kingdom 8,414 16,829 period EEC & Other 9,143 82,440 Other - 271,325 17,557 99,269 - 271,325

196 197197 Ignition Entertainment Limited ANNUAL REPORT 2013-14

Factors affecting tax charge for period The Company holds directly 20% or more of the share capital of The tax assessed for the period is lower (2013: higher) than the the following companies: standard effective rate of corporation tax in the UK for the year Shares in group Business Country of Proportion of ended March 31, 2014 of 23% (2013: 24%). The differences undertakings registration/ nominal value of are explained below: incorporation voting shares held 2014 2013 2014 2013 £ £ Ignition London Curtailed England 100% 100% Profit/(loss) on ordinary activities Limited operations before tax 178,569 (6,068,041) Ignition Curtailed USA 100% 100% Standard rate of corporation tax in Entertainment operations the UK 23% 24% Limited USA Profit/(loss) on ordinary activities multiplied by the standard tax rate 10. Debtors of corporation tax 47,071 (1,456,330) Effects of: 2014 2013 Expenses not deductible for tax £ £ purposes - 1,471,836 Trade debtors 5,961 6,551 Use of losses brought forward Amounts owed by group where deferred tax not provided (37,499) (15,506) 18,892 - undertakings Withholding tax on interest payments - 271,325 Other debtors 7,656 8,099 Adjustment due to change in 32,509 14,650 (3,572) corporation tax rate - Amounts owed by group undertakings are unsecured, repayable - 271,325 on demand and interest free. Factors that may affect future tax expense 11. Creditors: amounts falling due within one year A number of changes to the UK Corporation tax system were announced in the March 2013 Budget Statement. The Finance 2014 2013 Act, 2013 which was substantially enacted on July 2, 2013 £ £ includes legislation reducing the main rate of Corporation tax from 23% to 21% with effect from April 1, 2014 and to 20% from Trade creditors 19,632 66,822 April 1, 2015. These future changes had been substantially Amounts owed to group - 6,256,523 enacted at the balance sheet date and therefore have been undertakings applied in these financial statements. Corporation tax creditor 271,325 271,325 Deferred taxation Accruals and deferred income 39,980 43,980 The Company has trading losses to carry forward, however 330,937 6,638,650 no deferred tax asset has been recognised as the Company cannot assess with sufficient certainty the future recoverability. 12. Called up share capital

Maximum potential 2014 2013 asset £ £ 2014 2013 Authorised: Analysis of charge in period Ordinary shares of £1 each 55,546,018 55,546,018 Losses 1,287,323 1,450,996 Allotted and fully paid: The movement in the year relates to the use of certain tax losses in the year and the impact of the deduction in the Ordinary shares of £1 each 55,546,018 55,546,018 corporation tax rate. 13. Reconciliation of movements in shareholders’ funds and 9. Fixed asset investments movement on reserves

Cost Investment in subsidiary Share Share Capital Profit and undertakings £ capital premium contribution loss account Total At March 31, 2013 1,032 £ £ £ £ £ At March 31, 2014 1,032 As at Provision for impairment in value March 31, 2013 55,546,018 2,903,704 15,184,005 (80,244,749) (6,611,022) At March 31, 2013 (1,032) Profit for the Charge for the year - financial year - - 6,256,523 178,569 6,435,092 At March 31, 2014 (1,032) As at Net carrying amount March 31, 2014 55,546,018 2,903,704 21,440,528 (80,066,180) (175,930) At March 31, 2014 - At March 31, 2013 - 198 199 Ignition Entertainment Limited ANNUAL REPORT 2013-14

Notes to the Financial Statements for the year ended March 31, 2014

14. Capital contribution Entertainment Limited. The ultimate parent undertaking and During the year, the Company transferred £6,256,523 (2013: controlling party and the parent of the smallest and largest £15,184,005) from Amounts owed to group undertakings to a group to consolidate these financial statements is The Walt Capital Contribution Reserve on the agreement of IG Interactive Disney Company, a company incorporated in the United States Entertainment Limited, its immediate parent undertaking. of America. Copies of The Walt Disney Company consolidated financial statements can be obtained from: 15. Related party transactions 500 South Buena Vista Street The Company is a wholly owned subsidiary of the ultimate Burbank, California 91521. parent company and utilises the exemption contained in FRS 8, Related party disclosures, not to disclose any The Walt Disney Company is also the largest and smallest transactions with entities that are included in the financial group for which financial statements are prepared and of which statements of the ultimate parent company. The address at the Company is a member. which the consolidated financial statements of the ultimate 17. Financial support parent company are publicly available is included in note 16. The Company has received assurances of continued financial 16. Ultimate parent undertaking support from IG Interactive Entertainment Limited to enable The Company’s immediate parent undertaking is IG Interactive the Company to settle its liabilities as they fall due.

198 199 IGNITION ENTERTAINMENT LTD. (Incorporated in USA) ANNUAL REPORT 2013-14

ANNUAL REPORT OF IGNITION ENTERTAINMENT LTD. (Incorporated in USA) FOR FINANCIAL YEAR 2013-14

200 201 IGNITION ENTERTAINMENT LTD. (Incorporated in USA) ANNUAL REPORT 2013-14

DIRECTORS’ REPORT Balance sheets for the years ended March 31, 2014 and March 31, 2013

To the Stockholder, March 31, March 31, Ignition Entertainment Ltd. (USA) 2014 2013 Director’s Report to the Financial Statement for the years ended ASSETS March 31, 2014 and March 31, 2013 The financial statements of Ignition Entertainment Ltd. (USA), Current Assets a California Corporation, for the years ended March 31, 2014 Cash & cash equivalents $249,815 $232,300 and March 31, 2013, have been prepared at the direction of the Accounts receivable – 8,273 management of the Company, which is responsible for their integrity and objectivity. The statements were prepared in conformity with Total Current Assets 249,815 240,573 U.S. generally accepted accounting principles. The financial Statements reflect estimates, where appropriate, TOTAL ASSETS $249,815 $240,573 based upon the judgements of management. These statements are not misstated as a result of material fraud or error. Rajeev Aggarwal, CPA, New York, the Company’s independent auditor, have audited LIABILITIES AND MEMBER’S EQUITY the financial statements and have rendered theiropinion dated May Current Liabilities 27, 2014, which states that the financial statements as of March 31, 2014 and March 31, 2013, present fairly in accordance with US Accounts payable $0 $288,587 GAAP, the financial position and the related results of operations Accruals & deferred income 20,042 39,788 for the years then ended, in all material respects. Due to related party 26,591,355 26,591,355 Management of the Company has established and maintains a Total Current Liabilities 26,611,397 26,919,730 system of internal control designed to provide reasonable assurance as to the integrity and reliability of the financial statements, the Other Liabilities: protection of assets from unauthorised use or disposition, and Advance preference share the prevention and detection of fraudulent financial reporting. application money 9,584,209 9,584,209 Management believes that the Company’s system of internal control is adequate to accomplish the objectives discussed above. Total Other Liabilities 9,584,209 9,584,209 Stockholder Equity For Ignition Entertainment Ltd. (USA) Share Capital 2,000 2,000 Director Retained Earnings (35,947,791) (36,265,366) Total Stockholder’s Equity (35,945,791) (36,263,366) TOTAL LIABILITIES & INDEPENDENT AUDITORS’ REPORT STOCKHOLDER’S EQUITY $249,815 $240,573 The accompanying notes to financial statements are an integral part To The Stockholders of this statement. IGNITION ENTERTAINMENT LTD. USA STATEMENT OF INCOME AND RETAINED EARNINGS We have audited the accompanying balance sheets of IGNITION ENTERTAINMENT LTD. as of March 31, 2014 and March 31, 2013, for the years ended March 31, 2014 and and the related statements of income and retained earnings for the March 31, 2013 periods then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. March 31, March 31, 2014 2013 We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards Sales $347,621 $1,151,865 require that we plan and perform the audit to obtain reasonable Cost of sales (18,259) (572,307) assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, Gross profit (Loss) 329,362 579,558 evidence supporting the amounts and disclosures in the financial Selling, general and administrative statements. An audit also includes assessing the accounting expenses (11,293) (233,906) principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We Profit/(Loss) from Operations 318,069 345,652 believe that our audit provide a reasonable basis of our opinion. Interest Income 306 261 In our opinion, the financial statements referred to above read with Income before income taxes 318,375 345,913 accompanying notes, present fairly, in all material respects, the Income Tax Benefits (Provision) (800) (800) financial position of IGNITION ENTERTAINMENT LTD. as of March 31, 2014 and March 31, 2013, and the results of its operations for the Net Profit/Loss 317,575 345,113 years then ended in conformity with accounting principles generally Stockholder’s equity - P & L - beginning (36,265,366) (36,610,479) accepted in the United States of America. Stockholder’s equity - P & L - ending ($35,947,791) ($36,265,366) RAJEEV AGGARWAL The accompanying notes to financial statements are an integral part Certified Public Accountant of this statement. May 27, 2014 200 201 IGNITION ENTERTAINMENT LTD. (Incorporated in USA)

Notes to Financial Statements: SUPPLEMENTARY INFORMATION COST OF SALES Summary of Significant Accounting Policies For the years ended March 31, 2014 and March 31, 2013

Nature of Business: COST OF SALES March 31, March 31, Ignition Entertainment Ltd. was formed on May 22, 2006, under the 2014 2013 laws of the State of California. The Company engages in development, Purchases $9,179 $562,945 distribution, marketing and sale of gaming software and products. Distribution Cost 9,080 9,362 The management decided to cease further development of its major Cost of Goods Sold $18,259 $572,307 game since the game is not economically feasible and significantly curtailed its publishing business. The Company is a 100% owned by Ignition Entertainment, Ltd., United Kingdom. GENERAL AND ADMINISTRATIVE EXPENSES Accounts Receivable: For the years ended March 31, 2014 and March 31, 2013

The Company provides an allowance for doubtful accounts equal to SELLING AND ADMINISTRATIVE March 31, March 31, the estimated uncollectible amounts. The Company’s estimate is EXPENSES 2014 2013 based on historical collection experience and a review of the current

status of trade accounts receivable. Personnel $0 $109,829 Income Taxes: Travel Expenses 0 18,745 The Company adopted FASB interpretation No. 109, “Accounting for Premises Cost 0 61,224 Income Taxes”. Under the interpretation, the deferred income taxes Administrative & General Expenses 11,293 44,108 are recognised for the effect of temporary differences between Total Selling, General & financial reporting and tax filing. Temporary tax differences primarily Administrative Expenses $11,293 $233,906 consist of software development costs reported differently for financial reporting and tax purposes. As of March 2014, there are The accompanying notes to financial statements are an integral part no deferred tax benefits. of this statement. Foreign Exchange Transaction: Transactions in foreign currencies are recorded at the rate prevailing at the date of the transaction. Assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the balance sheet date. Realized foreign exchange gain/loss are recognised in profit and loss account. Unrealised foreign exchange gains/losses are reflected in balance sheet. Related Party Dues: As of March 31, 2014, the Company owes $26.591 million to related party (as of March, 31, 2013 the amount due to related party is $26.591 million). Cash and Cash Equivalents: For the years ended March 31, 2014 and March 31, 2013, the bank balance has not exceeded the FDIC insured limit of $250,000 per bank. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates. Contingent Liabilities: The Company assures no events or transactions have occurred subsequent to the balance sheet date and through this that would require adjustment to, or disclosure in, the financial statements.

202 ANNUAL REPORT 2013-14

ANNUAL REPORT OF Ignition London Limited FOR FINANCIAL YEAR 2013-14

203 Ignition London Limited ANNUAL REPORT 2013-14

DIRECTORS’ REPORT

The Director presents his report and audited financial statements of Statement of Director’s responsibilities Ignition Entertainment Limited (‘the Company’) for the year ended The Director is responsible for preparing the Director’s report and March 31, 2014. the financial statements in accordance with applicable law and Principle activities, business review and future developments regulations. The Company’s principal business was the production of animated Company law requires the Director to prepare financial statements film and video games. The UTV Group (of which the Company is a for each financial year. Under that law the Director has prepared the subsidiary of) was acquired by The Walt Disney Company in February financial statements in accordance with United Kingdom Generally 2012. Upon acquisition, the Director completed a strategic review of Accepted Accounting Practice (United Kingdom Accounting the operations of the Company and its future development, and took Standards and applicable law). Under company law the Director the decision to curtail operations. must not approve the financial statements unless he is satisfied that Due to the cessation of trade, the Director has decided to place they give a true and fair view of the state of affairs of the Company the company into liquidation, although a formal appointment of a and of the profit or loss of the Company for that period. In preparing liquidator has not been made. these financial statements, the Director is required to: It is the current intention of the Director to wind-up and liquidate the ●● select suitable accounting policies and then apply them Company. Accordingly, the going concern basis of accounting is no consistently; longer appropriate and the financial statements have been prepared ●● make judgements and accounting estimates that are on a basis other than going concern as described in notes to the reasonable and prudent; financial statement . ●● state whether applicable UK Accounting Standards have been During the year, expenses of £50 (2013: nil) were recharged to IG followed, subject to any material departures disclosed and Interactive Entertainment Limited (another group undertaking) in line explained in the financial statements; and with an indemnification letter obtained in the previous financial year, ●● prepare the financial statements on the going concern basis in relation to costs incurred in the year, which were not accrued in the unless it is inappropriate to presume that the Company will year of curtailment of operations and cessation of trade. continue in business (see Note 1 a)). Results and dividends The Director is responsible for keeping adequate accounting records The result for the financial year amounted to nil (2013: profit of that are sufficient to show and explain the Company’s transactions £23,145), which has been transferred to reserves. and disclose with reasonable accuracy at any time the financial The Director does not recommend the payment of a dividend position of the Company and enable them to ensure that the (2013: £nil). financial statements comply with the Companies Act 2006. Heis also responsible for safeguarding the assets of the Company and Principal risks, uncertainties and Key Performance Indicators hence for taking reasonable steps for the prevention and detection (“KPIs”) of fraud and other irregularities. The Company has ceased trading. The Company is not a going Disclosure of information to auditors concern and is in the processing of realising its assets and settling its liabilities. Accordingly, the Director does not believe it is necessary to ●● So far as the Director is aware, there is no relevant audit provide details of KPIs in order to understand the basis of realising information of which the Company’s auditors are unaware, and its current position. ●● the Director as on the date of signing the report has taken all Financial risk management the steps that he ought to have taken as a Director in order to make himself aware of any relevant audit information and The Company’s principal financial instruments comprise cash and to establish that the Company’s auditors are aware of that bank balances. The purpose of these instruments is to enable the information. Company to realise its assets and settle its debts as they fall due in light of the Company ceasing to trade. Given the status of the This report has been prepared in accordance with the special Company and the existence of a support letter from another group provisions of Part 15 of the Companies Act, 2006 relating to small undertaking, IG Interactive Entertainment Limited (note 13), the companies. Director is of the view that the Company is not exposed to credit or liquidity risk. On behalf of the Board: Directors Jatin Talwar The people who served as Directors of the Company during the Director year and up to the date of signing the financial statements were as June 25, 2014 follows: J Talwar - appointed May 2, 2014 Registered Office Amba House, 4th Floor R S Screwvala - resigned May 2, 2014 Kings Suite, 15 College Road There was no qualifying third party indemnity provision in force, for Harrow, Middlesex the benefit of any of the Directors, at any time during the financial HA1 1BA year. 204 205 Ignition London Limited ANNUAL REPORT 2013-14

Independent auditors’ report

To the members of In addition, we read all the financial and non-financial information Ignition London Limited in the Director’s Report and Financial Statements (the “Annual Report on the financial statements Report”) to identify material inconsistencies with the audited financial statements and to identify any information that is Our opinion apparently materially incorrect based on, or materially inconsistent In our opinion the financial statements, defined below: with, the knowledge acquired by us in the course of performing the ●● give a true and fair view of the state of the Company’s affairs audit. If we become aware of any apparent material misstatements as at March 31, 2014 and of its result for the year then ended; or inconsistencies we consider the implications for our report. ●● have been properly prepared in accordance with United Opinion on other matter prescribed by the Companies Act, 2006 Kingdom Generally Accepted Accounting Practice; and In our opinion the information given in the Director’s report for the ●● have been prepared in accordance with the requirements of financial year for which the financial statements are prepared is the Companies Act 2006. consistent with the financial statements. This opinion is to be read in the context of what we say in the Other matters on which we are required to report by exception remainder of this report. Adequacy of accounting records and information and explanations Emphasis of matter - Basis of preparation received In forming our opinion on the financial statements, which is not Under the Companies Act, 2006 we are required to report to you if, modified, we have considered the adequacy of the disclosure in our opinion: made in note 1 to the financial statements concerning the ●● we have not received all the information and explanations we going concern basis of accounting. During the period ended require for our audit; or March 31, 2012, the Director decided that the Company would ●● adequate accounting records have not been kept, or returns cease trading. Accordingly, the going concern basis of accounting adequate for our audit have not been received from branches is no longer appropriate and the financial statements have been not visited by us; or prepared on a basis other than going concern as described in note ●● the financial statements are not in agreement with the 1 to the financial statements. No adjustments were necessary to accounting records and returns. write down assets to their recoverable value, to reclassify fixed/ We have no exceptions to report arising from this responsibility. non-current assets and long-term/non-current liabilities as current assets and current liabilities and to provide for liabilities arising as Director’s remuneration a result of the decision to cease trading/liquidate the entity as at Under the Companies Act, 2006 we are required to report to you if, in March 31, 2014 as these were taken in prior years. our opinion, certain disclosures of directors’ remuneration specified What we have audited by law are not made. We have no exceptions to report arising from this responsibility. The financial statements, which are prepared by Ignition London Limited, comprise: Entitlement to exemptions ●● Balance Sheet as at March 31, 2014; Under the Companies Act, 2006 we are required to report to you if, in our opinion, the Director was not entitled to take advantage of the ●● Profit and Loss account for the year then ended; and small companies exemption from preparing a strategic report. We ●● the notes to the financial statements, which include a summary have no exceptions to report arising from this responsibility. of significant accounting policies and other explanatory Responsibilities for the financial statements and the audit information. Our responsibilities and those of the Director The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting As explained more fully in the Statement of Director’s responsibilities Standards (United Kingdom Generally Accepted Accounting set out in the Director’s Report, the Director is responsible for the Practice). preparation of the financial statements and for being satisfied that they give a true and fair view. In applying the financial reporting framework, the director has made a number of subjective judgements, for example in respect Our responsibility is to audit and express an opinion on the financial of significant accounting estimates. In making such estimates, the statements in accordance with applicable law and ISAs (UK & Director has made assumptions and considered future events. Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors. What an audit of financial statements involves This report, including the opinions, has been prepared for and only We conducted our audit in accordance with International Standards for the Company’s members as a body in accordance with Chapter on Auditing (UK and Ireland) (“ISAs (UK & Ireland)”). An audit 3 of Part 16 of the Companies Act, 2006 and for no other purpose. involves obtaining evidence about the amounts and disclosures in We do not, in giving these opinions, accept or assume responsibility the financial statements sufficient to give reasonable assurance for any other purpose or to any other person to whom this report that the financial statements are free from material misstatement, is shown or into whose hands it may come save where expressly whether caused by fraud or error. This includes an assessment of: agreed by our prior consent in writing. ●● whether the accounting policies are appropriate to the company’s circumstances and have been consistently applied Nicholas Smith (Senior Statutory Auditor) and adequately disclosed; For and on behalf of PricewaterhouseCoopers LLP ●● the reasonableness of significant accounting estimates made Chartered Accountants and Statutory Auditors by the directors; and London ●● the overall presentation of the financial statements. June 26, 2014 204 205 Ignition London Limited ANNUAL REPORT 2013-14

Profit and loss account Notes to the financial statements for the year ended March 31, 2014 for the year ended March 31, 2014

Notes 2014 2013 1. Accounting policies The financial statements are prepared in accordance with £ £ the Companies Act 2006, the special provisions of Part 15 Operating costs (50) 23,817 of the Companies Act, 2006 related to small companies and Operating profit 2 – 23,817 applicable accounting standards in the United Kingdom. The Interest payable and similar following accounting policies have been applied consistently in charges 4 – (672) dealing with items which are considered material in relation to the Company’s financial statements. Inter-company indemnity a) Basis of accounting income 50 – These financial statements are prepared under the Profit on ordinary activities historical cost convention and in accordance with the before taxation – 23,145 Companies Act 2006 and applicable accounting standards Tax on profit/(loss) on in the United Kingdom. ordinary activities 5 – – The Company ceased trading during the financial year Profit for the financial year 9 – 23,145 ended March 31, 2012 following acquisition of the There is no material difference between the profit on ordinary UTV Group (of which the Company is a subsidiary of) activities as reported above and its historical cost equivalent. and a strategic review of operations of the Company. Accordingly, the going concern basis of accounting is no There were no recognised gains or losses for the year other than longer appropriate as at March 31, 2014. As required by those included in the profit and loss account above, and therefore no FRS 18.21 and as permitted by SI 2008/420 Schedule separate statement of total gains and losses has been presented. 1 (10) (2), the Director has prepared the financial The results shown above are derived from discontinued operations. statements on the basis that the Company is no longer The notes form part of these financial statements. a going concern. No adjustments were necessary to write down assets to their recoverable value, to reclassify fixed/ non-current assets and long-term/non-current liabilities Balance sheet as at March 31, 2014 as current assets and current liabilities and to provide Company Registration No. 04255453 for liabilities arising as a result of the decision to cease trading/liquidate the entity as at March 31, 2014 as these Notes 2014 2013 were taken in prior years. £ £ The principal accounting policies, which have been Current assets applied consistently throughout the year, are set out below and, where necessary, have been updated to include any Debtors 6 150 100 policies which are now considered significant given the Cash at bank and in hand 241 291 presentation of the financial statements as at March 31, 391 301 2014 on a non-going concern basis. Creditors: amounts falling Under the provisions of FRS 1 (Revised) “Cash flow 7 (8,335) (8,335) due within one year statements”, the Company has not prepared a cash flow statement because The Walt Disney Company, a Company Net current liabilities (7,944) (7,944) incorporated in the United States of America, has prepared Total assets less current publicly available consolidated financial statements which (7,944) (7,944) liabilities include the financial statements of the Company for the Net liabilities (7,944) (7,944) financial year and which contain a consolidated cash flow statement. Capital and reserves b) Financial instruments Called up share capital 8 5,000 5,000 Cash Share premium 9 2,561,479 2,561,479 Cash comprises cash at bank and in hand, and bank Capital contribution 9 17,282,028 17,282,028 overdrafts where there is a right of offset, which have a Profit and loss account 9 (19,856,451) (19,856,451) maturity of 90 days or less at date of acquisition. Total Shareholders’ deficit 9 (7,944) (7,944) c) Taxation The financial statements were approved by the Board of Directors on Corporation tax payable is provided on taxable profits at June 25, 2014 and were signed on its behalf by: the current rate. Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the Jatin Talwar balance sheet date, where transactions or events that Director result in an obligation to pay more tax in the future or a right to pay less tax in the future have occurred at the balance sheet date. 206 207 Ignition London Limited ANNUAL REPORT 2013-14

A deferred tax asset is regarded as recoverable and from 23% to 21% with effect from April 1, 2014 and to 20% from therefore recognised only when, on the basis of all April 1, 2015. These future changes had been substantially available evidence, it can be regarded as more likely than enacted at the balance sheet date and therefore have been not that there will be suitable taxable profits against which applied in these financial statements. to recover carried forward tax losses and from which the Deferred taxation future reversal of underlying timing differences can be The Company has trading losses to carry forward, however deducted. no deferred tax asset has been recognised as the Company Deferred tax is measured at the average tax rates that cannot assess with sufficient certainty the future recoverability. are expected to apply in the periods in which the timing differences are expected to reverse based on tax rates Maximum potential and laws that have been enacted or substantively enacted asset by the balance sheet date. Deferred tax is measured on a 2014 2013 non-discounted basis. £ £ 2. Operating profit/(loss) Analysis of charge in period Auditor’s remuneration has been borne by the immediate Losses 1,196,904 1,309,535 parent undertaking in the current year due to the cessation of trading activities. The movement in the year relates to the use of certain tax losses in the year and the impact of the deduction in the 3. Director’s emoluments corporation tax rate. The Director did not receive any emoluments in respect of their 6. Debtors services to the Company. The Director was remunerated by another group undertaking. It is not possible to determine the 2014 2013 allocation of remuneration of the Director related to the Company. £ £ 4. Interest payable and similar charges Amounts owed by group undertakings 50 – 2014 2013 Other debtors 100 100 £ £ 150 100 Interest payable on overdraft – 156 Amounts owed by group undertakings are unsecured, repayable on demand and interest fee. Finance charges payable under – 516 finance leases and hire purchase 7. Creditors: amounts falling due within one year contracts 2014 2013 – 672 £ £ 5. Tax on profit on ordinary activities Accruals and deferred income 8,335 8,335 The current tax charge for the year ended March 31, 2014 is nil 8,335 8,335 (2013: nil). The tax assessed for the period is lower (2013: lower) than the 8. Called up share capital standard effective rate of corporation tax in the UK for the year 2014 2013 ended March 31, 2014 of 23% (2013: 24%). The differences are explained below: £ £ Authorised: 2014 2013 Ordinary shares of £1 each 10,000,000 10,000,000 £ £ Profit/(loss) on ordinary activities – 23,145 Allotted and fully paid: before tax Ordinary shares of £1 each 5,000 5,000 Standard rate of corporation tax in 23% 24% the UK 9. Reconciliation of movements in shareholders’ funds and movement on reserves Profit/(loss) on ordinary activities – 5,555 multiplied by the standard tax rate Share Share Capital Profit and Total of corporation tax capital premium contribution loss account Effects of: £ £ £ £ £ Use of losses brought forward – (5,555) As at March 31, 2013 5,000 2,561,479 17,282,028 (19,856,451) (7,944) where deferred tax not provided Profit for the financial year – – – – – – – As at March 31, 2014 5,000 2,561,479 17,282,028 (19,856,451) (7,944) Factors that may affect future tax expense 10. Capital contribution A number of changes to the UK Corporation tax system were During the year, the Company transferred nil (2013: announced in the March 2013 Budget Statement. The Finance £17,282,028) from Amounts due to Parent Undertaking to Act, 2013 which was substantially enacted on July 2, 2013 a Capital Contribution Reserve on the agreement of Ignition includes legislation reducing the main rate of Corporation tax Entertainment Limited, its immediate parent undertaking. 206 207 Ignition London Limited ANNUAL REPORT 2013-14

11. Related party transactions Disney Company, a company incorporated in the United States The Company is a wholly owned subsidiary of the ultimate of America. Copies of The Walt Disney Company consolidated parent company and utilises the exemption contained in financial statements can be obtained from: FRS 8, Related party disclosures, not to disclose any 500 South Buena Vista Street transactions with entities that are included in the financial Burbank, California 91521. statements of the ultimate parent company. The address at The Walt Disney Company is also the largest and smallest which the consolidated financial statements of the ultimate group for which financial statements are prepared and of which parent company are publicly available is included in Note 12. the Company is a member. 12. Ultimate parent undertaking 13. Financial support The Company’s immediate parent undertaking is Ignition The Company has received assurances of continued financial Entertainment Limited. The ultimate parent undertaking and support from IG Interactive Entertainment Limited to enable controlling party and the parent of the smallest and largest the Company to settle its liabilities as they fall due. group to consolidate these financial statements is The Walt

208 PB ANNUAL REPORT 2013-14

ANNUAL REPORT OF UTV COMMUNICATIONS (USA) LLC FOR FINANCIAL YEAR 2013-14

209 UTV COMMUNICATIONS (USA) LLC ANNUAL REPORT 2013-14

DIRECTORS’ REPORT BALANCE SHEETS for the years ended March 31, 2014 and March 31, 2013

To the Member (Amount in USD) UTV Communications (USA) LLC March 31, March 31, Director’s Report to the Financial Statement for the years ended 2014 2013 March 31, 2014 and March 31, 2013 ASSETS The financial statements of UTV Communications (USA) LLC, a Current Assets Delaware Limited Liability Company, for the years ended March 31, Cash and cash equivalents 6,446,599 1,332,927 2014 and March 31, 2013, have been prepared at the direction Accounts receivable 2,295,505 2,261,360 of the management of the Company, which is responsible for their Unbilled receivables 187,118 1,868,022 integrity and objectivity. The statements were prepared in conformity Acquisition 1,188,627 1,836,969 with U.S. generally accepted accounting principles. Films in progress 1,099 357,143 The Financial Statements reflect estimates, where appropriate, Total current assets 10,118,948 7,656,421 based upon the judgments of management. These statements are

not misstated as a result of material fraud or error. Rajeev Aggarwal, Other Assets CPA, New York, the Company’s independent auditor, have audited Security deposits 14,135 14,135 the financial statements and have rendered their opinion dated Prepayment and advances 3,298,888 3,316,324 June 11, 2014, which states that the financial statements as of Total other assets 3,313,023 3,330,459 March 31, 2014 and March 31, 2013, present fairly in accordance Property and equipment, net of – – with US GAAP, the financial position and the related results of depreciation operations for the years then ended, in all material respects. Investments: Management of the Company has established and maintains a Redeemable Preference Shares 9,515,000 9,515,000 system of internal control designed to provide reasonable assurance Total Investments 9,515,000 9,515,000 as to the integrity and reliability of the financial statements, the TOTAL ASSETS 22,946,971 20,501,880 protection of assets from unauthorized use or disposition, and LIABILITIES AND MEMBER’S EQUITY the prevention and detection of fraudulent financial reporting. Management believes that the Company’s system of internal control Current Liabilities is adequate to accomplish the objectives discussed above. Accounts payable 682,311 1,311,308 Advances from customers 4,266 13,594 For UTV Communications (USA) LLC Accrued expenses and taxes 1,717 2,817 Provision for Contingencies – – Director Date: June 11, 2014 Due to related party 26,881,874 23,106,224 Total current liabilities 27,570,168 24,433,943 Member’s Common Equity (7,461,225) (6,448,010) INDEPENDENT AUDITORS’ REPORT Accumulated other Comprehensive 2,838,028 2,515,947 Income (Loss) To, TOTAL LIABILITIES AND MEMBER’S 22,946,971 20,501,880 The Member EQUITY UTV Communications (USA) LLC The accompanying notes and auditors’ report should be read with We have audited the accompanying balance sheet of UTV financial statements. Communications (USA) LLC as of March 31, 2014 and March 31, 2013, and the related statements of income and member’s equity for the years then ended. These financial statements are the STATEMENT OF INCOME AND MEMBER’S EQUITY responsibility of the company’s management. Our responsibility is to for the years ended March 31, 2014 and express an opinion on these financial statements based on our audit. March 31, 2013 We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards (Amount in USD) require that we plan and perform the audit to obtain reasonable March 31, March 31, assurance about whether the financial statements are free of 2014 2013 material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial Net revenue 5,010,339 5,829,684 statements. An audit also includes assessing the accounting Cost of operations 5,393,107 5,466,834 principles used and significant estimates made by management, as Gross profit (382,769) 362,851 well as evaluating the overall financial statement presentation. We Selling, general and administrative 635,685 619,187 believe that our audit provide a reasonable basis of our opinion. expenses In our opinion, the financial statements referred to above present Income from operations (1,018,453) (256,336) fairly, in all material respects, the financial position of UTV Interest income 5,238 45 Communications (USA) LLC as of March 31, 2014 and March 31, Income before income taxes (1,013,215) (256,291) 2013, and the results of operations for the years then ended, in Provision for income taxes – 1,100 conformity with accounting principles generally accepted in the United States of America. Net income (1,013,215) (257,391) Member’s equity - beginning (6,448,010) (6,190,619) RAJEEV AGGARWAL Member’s equity - end (7,461,225) (6,448,010) Certified Public Accountant The accompanying notes and auditors’ report should be read with financial statements. Date: June 11, 2014 210 211 UTV COMMUNICATIONS (USA) LLC ANNUAL REPORT 2013-14

Summary of Significant Accounting Policies & Notes on Accounts: Nature of Business the Company’s estimate of the allowance for doubtful accounts will change. The Company has not provided any provision for doubtful UTV Communications (USA) LLC (“the Company”) was formed accounts as of March 31, 2014 and 2013, since all debtors are on April 26, 2004, under the laws of the State of Delaware. considered collectible. The Company engages in distribution, marketing and sale of cinematographic films, including producing, sale, and distribution Unbilled Receivables of films in video cassettes, video discs, video compact discs and The Company distributes films to movie theatres. When the share DVD format throughout the United States and other countries. The of revenue is not guaranteed to the Company, the Company records Company’s sole member is UTV Software Communications Ltd., estimated share of revenue based as per industry practice, and Mumbai, India. historical experience. The balance of the revenue is recorded when Foreign Currency Translation: received. According to SFAS 52, “Foreign Currency Translation”, gain or loss Inventories is realized on the settlement of functional currency. The Company’s Inventories consist of DVDs and are stated at the lower of average related party dues are designated at the local currency of such related cost or market. party. The Company has not recognized additional appreciation or depreciation on foreign currency translations during the year as it is Property, Equipment and Depreciation considered by the parent company. The foreign currency translation Property and equipment is stated at cost. Major expenditures for adjustments are recorded as foreign currency translation reserve, a property and expenditures that substantially increase useful lives are separate component of stockholder’s equity. capitalized. Maintenance, repairs and minor renewals are expensed Amortization of Acquisition and Deferred Costs and Revenue as incurred. When assets are retired or otherwise disposed of, their Recognition costs and related accumulated depreciation is removed from the accounts and resulting gains or losses are included in operations. In accordance with Statement of Position (“SOP”) No. 00-2, Depreciation is computed by using straight-line methods over the “Accounting by Producers or Distributors of Films” (“SOP 00-2”), estimated useful lives of the related assets. the Company capitalizes, and amortizes acquisition and deferred costs and accrues (expenses) related costs using the individual- Cash and Cash Equivalents film-forecast-computation method, which amortizes or accrues For the purpose of the statement of cash flows, the Company (expenses) such costs in the same ratio that current period actual considers all highly liquid debt instruments purchased with an revenue (numerator) bears to estimated remaining unrecognized original maturity of three months or less to be cash equivalents. ultimate revenue as of the beginning of the current fiscal year Advertising and Promotion Costs (denominator). Advertising and promotion costs are expensed as incurred and The Company begins amortization of such capitalized costs when a included in cost of operations. film is released and begins to recognize the revenue from that film. The film cost is stated at the lower of unamortized cost or estimated Use of Estimates fair value on an individual film. The preparation of financial statements in conformity with generally Revenue forecasts for the films are continually reviewed accepted accounting principles requires management to make by management and revised when warranted by changing estimates and assumptions that affect certain reported amounts conditions. When estimates of total revenues and other events and disclosures. Accordingly, actual results could differ from these or changes in circumstances indicate that a film has a fair value estimates. that is less than unamortized cost, a loss is recognized currently Related Party Transaction for the amount by which the unamortized cost exceeds the film fair value. During the current year ended March 31, 2014, the Company made purchases for $3,721,814 (previous year $3,122,682) from Income Taxes related parties. As of March 31, 2014, the due to related parties are The Company accounts for income taxes in accordance with SFAS $26,881,874 (previous year $23,106,224). No. 109, “Accounting for Income Taxes” (“SFAS 109”). No provision Cash and Cash Equivalents for Income tax is required for the current financial year ending March 31, 2014, in view of net operating loss of the Company. For the years ended March 31, 2014 and 2013, the bank balance exceeded the FDIC insured limit of $250,000 per bank. Accounts Receivable Operating Lease The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts. The Company’s estimate is The Company has rented office facilities in New Jersey and in based on historical collection experience and a review of the current California with one year lease commitments. status of trade accounts receivable. It is reasonably possible that

210 211 UTV COMMUNICATIONS (USA) LLC

SUPPLEMENTARY INFORMATION SELLING, GENERAL AND ADMINISTRATIVE COST OF OPERATIONS EXPENSES for the years ended March 31, 2014 and for the years ended March 31, 2014 and March 31, 2013 March 31, 2013

(Amount in USD) (Amount in USD) Year ending Year ending Year ending Year ending March 31, March 31, March 31, March 31, 2014 2013 2014 2013 Inventories – Beginning – – Personnel 419,535 427,366 Purchases – Film rights & prints 3,748,405 3,531,158 Bonus & Performance Incentives 29,417 – Film cost amortization expensed 1,110,592 648,342 Welfare 23,321 24,500 Shipping & Freight & Logistics Cost 168,906 366,378 Bank Charges 2,649 2,289 DVD Cost 2,778 36,767 Box Office & Distribution support 6,000 6,000 Advertisement & Promotion Cost 362,426 884,189 service 5,393,107 5,466,834 Dues & Subscription 814 614 Less: Inventories – End – – Office Supplies 2,849 3,412 Cost of Operations 5,393,107 5,466,834 Professional Fee 17,258 22,512 Rent 72,048 74,025 Communications 14,445 12,283 Travel, Entertainment & Conferences 33,180 34,492 E & O Insurance 14,170 9,639 Other Expenses – 2,055 635,685 619,187

212 ANNUAL REPORT 2013-14

ANNUAL REPORT OF UTV GAMES LTD. FOR FINANCIAL YEAR 2013-14

213 UTV GAMES LTD. ANNUAL REPORT 2013-14

COMMENTARY OF THE DIRECTORS INDEPENDENT AUDITORS’ REPORT

The Directors have the pleasure to submit their audited financial To the Shareholder of UTV Games Ltd. statements of UTV Games Ltd. “the Company”, for the year ended This report is made solely to the shareholder of UTV Games Ltd., March 31, 2014. the “Company”, as a body in accordance with Section 205 of PRINCIPAL ACTIVITY the Mauritius Companies Act, 2001. Our audit work has been The principal activity of the Company is that of investment holding. undertaken so that we might state to the Company’s shareholder those matters we are required to state to them in an auditor’s report RESULTS AND DIVIDENDS and for no other purpose. To the fullest extent permitted by law, we The results for the year are as shown in the statement of profit or do not accept or assume responsibility to anyone other than the loss and other comprehensive income. Company and the Company’s shareholder as a body, for our audit The Directors do not recommend the payment of any dividend for the work, for this report, or for the opinions we have formed. year under review (2013: Nil). Report on the Financial Statements DIRECTORS We have audited the financial statements of the Company, which The present membership of the Board is set out below. comprise the statement of financial position as at March 31, 2014, statement of profit or loss and other comprehensive income, DIRECTORS: Date appointed statement of changes in equity and statement of cash flows for the Mrs. Kamalam Pillay Rungapadiachy September 5, 2008 year then ended, and a summary of significant accounting policies Mrs. Savinilorna Payandi Pillay Ramen September 1, 2010 and other explanatory notes. DIRECTORS’ RESPONSIBILITIES IN RESPECT OF THE FINANCIAL Directors’ Responsibility for the Financial Statements STATEMENTS The directors are responsible for the preparation and fair Company law requires the directors to prepare financial statements presentation of these financial statements in accordance with for each financial year, which present fairly the financial position, International Financial Reporting Standards and in compliance financial performance, changes in equity and cash flows of the with the requirements of the Mauritius Companies Act 2001 and Company. In preparing those financial statements, the directors are Financial Services Act, 2007. This responsibility includes: designing, required to: implementing and maintaining internal control relevant to the ●● select suitable accounting policies and then apply them preparation and fair presentation of financial statements that are consistently; free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making ●● make judgements and estimates that are reasonable and prudent; accounting estimates that are reasonable in the circumstances. ●● state whether International Financial Reporting Standards have been followed, subject to any material departures disclosed Auditors’ Responsibility and explained in the financial statements; and Our responsibility is to express an opinion on these financial ●● prepare the financial statements on the going concern basis statements based on our audit. We conducted our audit in unless it is inappropriate to presume that the Company will accordance with International Standards on Auditing. Those standards require that we comply with ethical requirements and continue in business. plan and perform the audit to obtain reasonable assurance whether The Directors confirm that they have complied with the above the financial statements are free from material misstatement. requirements in preparing the financial statements. An audit involves performing procedures to obtain audit evidence The Directors are responsible for keeping proper accounting about the amounts and disclosures in the financial statements. The records, which disclose with reasonable accuracy at any time the procedures selected depend on the auditors’ judgment, including the financial position of the Company and to enable them to ensure that assessment of the risks of material misstatement of the financial the financial statements comply with the Mauritius Companies Act, statements, whether due to fraud or error. In making those risk 2001. They are also responsible for safeguarding the assets of the assessments, the auditors consider internal control relevant to the Company and hence for taking reasonable steps for the prevention entity’s preparation and fair presentation of the financial statements and detection of fraud and other irregularities. in order to design audit procedures that are appropriate in the CERTIFICATE FROM THE SECRETARY circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes We certify that, to the best of our knowledge and belief, the Company evaluating the appropriateness of accounting policies used and the has filed with the Registrar of Companies all such returns asare reasonableness of accounting estimates made by the Directors, as required of the Company under the Mauritius Companies Act, 2001 well as the overall presentation of the financial statements. in terms of Section 166(d) for the year ended March 31, 2014. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. For International Management (Mauritius) Ltd. Corporate secretary Opinion Date: June 16, 2014 In our opinion, the financial statements give a true and fair view of the financial position of the Company as at March 31, 2014, and of its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards and comply with the Mauritius Companies Act, 2001 and Financial Services Act, 2007. 214 215 UTV GAMES LTD. ANNUAL REPORT 2013-14

INDEPENDENT AUDITORS’ REPORT Emphasis of Matter STATEMENT OF PROFIT and LOSS AND OTHER We draw attention to Note 15 in the financial statements which COMPREHENSIVE INCOME indicates that the Company made a net loss of USD 15,644 during for the year ended March 31, 2014 the year ended March 31, 2014 and, as of that date, the Company’s net liabilities amounted to USD 355,218. The Company’s ability to continue as a going concern depends entirely on the financial Note 2014 2013 support of its shareholder. Our report is not qualified in this respect. USD USD Report on Other Legal and Regulatory Requirements INCOME Mauritius Companies Act, 2001 Exchange gain - 22,935  we have no relationship with, or any interests in, the Company EXPENSES other than in our capacity as auditors; Accountancy fees 500 500  we have obtained all the information and explanations we have Licence fees 4,340 1,945 required; and Administrative fees 260 1,120  in our opinion, proper accounting records have been kept by Management fees 5,666 4,000 the Company as far as appears from our examination of those Audit fees 4,000 3,880 records. Bank charges 878 653 Morison (Mauritius) Impairment loss - 61,170 Nazeer Bhugaloo, FCCA (Licensed by FRC) 15,644 73,268 Public Accountants Signing Partner Loss before taxation (15,644) (50,333) Date: June 16, 2014 Taxation 10 - - Port Louis, Mauritius Loss for the year (15,644) (50,333) Other comprehensive income - - Total comprehensive loss STATEMENT OF FINANCIAL POSITION for the year (15,644) (50,333) as at March 31, 2014 The notes form an integral part of these financial statements.

Notes 2014 2013 STATEMENT OF CHANGES IN EQUITY USD USD for the year ended March 31, 2014 ASSETS Non current asset Stated Accumulated Total Investment in subsidiary 5 1 1 capital losses Current assets USD USD USD Other receivables 6 12,080 16,165 At April 1, 2012 24,718,000 (25,007,241) (289,241) Cash and cash equivalents 11,129 22,638 Total comprehensive loss 23,209 38,803 for the year - (50,333) (50,333) Total assets 23,210 38,804 At March 31, 2013 24,718,000 (25,057,574) (339,574) EQUITY AND LIABILITIES At April 1, 2013 24,718,000 (25,057,574) (339,574) Capital and reserves Total comprehensive loss Stated capital 7 24,718,000 24,718,000 for the year - (15,644) (15,644) Accumulated losses (25,073,218) (25,057,574) At March 31, 2014 24,718,000 (25,073,218) (355,218) (355,218) (339,574) The notes form an integral part of these financial statements. Current liabilities Loan payable 8 374,428 374,428 Other payables 9 4,000 3,950 378,428 378,378 Total equity and liabilities 23,210 38,804 Approved by the Board of Directors on June 16, 2014 and signed on its behalf by

Director Director The notes form an integral part of these financial statements. 214 215 UTV GAMES LTD. ANNUAL REPORT 2013-14

STATEMENT OF CASH FLOWS for the year ended March 31, 2014 2014 2013 IFRS 11 Joint Arrangements - Amendments to transitional USD USD guidance (effective on or after January 1, 2013) Cash flow from operating activities IFRS 12 Disclosure of Interests in Other Entities - Amendments Loss before taxation (15,644) (50,333) to transitional guidance (effective on or after Adjustments for: January 1, 2013) IFRS 13 Fair Value Measurement - Original issue (effective on Exchange difference - (22,935) or after January 1, 2013) Impairment loss - 61,170 IAS 1 Presentation of Financial Statements - Amendments Decrease/(increase) in other receivables 4,085 (365) resulting from Annual Improvements 2009-2011 Increase in other payables 50 70 Cycle (comparative information) (effective on or after Net cash used in operating activities (11,509) (12,393) January 1, 2013) Net decrease in cash and cash IAS 32 Financial Instruments: Presentation - Amendments equivalents (11,509) (12,393) resulting from Annual Improvements 2009-2011 Cash and cash equivalents at beginning Cycle (tax effect of equity distributions) (effective on of the year 22,638 35,031 or after January 1, 2013) Cash and cash equivalents at end of the New and revised IFRSs and IFRICs in issue but not yet year 11,129 22,638 effective Cash and cash equivalents consist of: At the date of authorisation of these financial statements, Cash at bank 11,129 22,638 the following relevant Standards and Interpretations were in The notes form an integral part of these financial statements. issue but effective on annual periods beginning on or after the respective dates as indicated: IFRS 3 Business Combinations - Amendments resulting from NOTES TO THE FINANCIAL STATEMENTS Annual Improvements 2010-2012 Cycle (accounting for the year ended March 31, 2014 for contingent consideration) (effective on or after July 1, 2014) 1. COMPANY PROFILE IFRS 3 Business Combinations - Amendments resulting UTV Games Ltd. has been incorporated in the Republic from Annual Improvements 2011-2013 Cycle (scope of Mauritius as a private company, limited by shares on exception for joint ventures) (effective on or after July September 5, 2008 under the Mauritius Companies Act, 2001. 1, 2014) It was granted a Category 1 Global Business Licence under the IFRS 9 Financial Instruments - Deferral of mandatory Financial Services Act, 2007. effective date of IFRS 9 and amendments to transition The principal activity of the Company is that of investment disclosures (effective on or after January 1, 2015) holding and its registered office is at Les Cascades, Edith Cavell IFRS 10 Consolidated Financial Statements - Amendments for Street, Port Louis, Republic of Mauritius. investment entities (effective on or after January 1, 2. APPLICATION OF NEW AND REVISED INTERNATIONAL 2014) FINANCIAL REPORTING STANDARDS (“IFRS”) IFRS 12 Disclosure of Interests in Other Entities - Amendments for investment entities (effective on or after In the current year, the Company has applied all of the new January 1, 2014) and revised Standards and Interpretations issued by the IFRS 13 Fair Value Measurement - Amendments resulting International Accounting Standards Board (“IASB”) and the from Annual Improvements 2011-2013 Cycle (scope IFRS Interpretations Committee of the IASB that are relevant of the portfolio exception in paragraph 52) (effective to its operations and effective for accounting periods beginning on or after July 1, 2014) on April 1, 2013. IAS 24 Related Party Disclosures - Amendments resulting from New and revised IFRSs and IFRICs applied with no material Annual Improvements 2010-2012 Cycle (management effect on the financial statements entities) (effective on or after July 1, 2014) IFRS 1 First-time Adoption of International Financial IAS 27 Separate Financial Statements (as amended in 2011) Reporting Standards - Amendments resulting from - Amendments for investment entities (effective on or Annual Improvements 2009-2011 Cycle (repeat after January 1, 2014) application, borrowing costs) (effective on or after IAS 32 Financial Instruments - Presentation - Amendments January 1, 2013) relating to the offsetting of assets and liabilities IFRS 7 Financial Instruments: Disclosures - Amendments (effective on or after January 1, 2014) related to the offsetting of assets and liabilities IAS 36 Impairment of Assets - Amendments arising from (effective on or after January 1, 2013 and interim Recoverable Amount Disclosures for Non-Financial periods within those periods) Assets (effective on or after January 1, 2014) IFRS 10 Consolidated Financial Statements - Amendments IAS 39 Financial Instruments - Recognition and Measurement to transitional guidance (effective on or after - Amendments for novation’s of derivatives (effective January 1, 2013) on or after January 1, 2014)

216 217 UTV GAMES LTD. ANNUAL REPORT 2013-14

The directors anticipate that the application of these Standards short term and highly liquid investments that are readily and Interpretations on the above effective dates in future convertible to known amounts of cash and which are periods will have no material impact on the financial statements subject to an insignificant risk of change in value. of the Company. (g) Provisions 3. ACCOUNTING POLICIES Provisions are recognised when the Company has a present The principal accounting policies applied in the preparation of legal or constructive obligation as a result of past events, these financial statements are set out below: it is probable that an outflow of resources embodying (a) Basis of preparation economic benefits will be required to settle the obligation, and a reliable estimate of the amount of the obligation can The financial statements are prepared in accordance and be made. At the time of the effective payment, the provision compliance with the International Financial Reporting is deducted from the corresponding expenses. Standards. The financial statements are prepared under the historical cost. (h) Financial instruments The preparation of financial statements in accordance Financial assets and liabilities are recognised on the with International Financial Reporting Standards requires statement of financial position when the Company has the directors to make estimates and assumptions that become a party to the contractual provisions of the affect the reported amounts and disclosures in the instrument. The Company’s policies in respect of the main financial statements. Actual results could differ from financial instruments are as follows: those estimates. ●● Loan receivable (b) Going concern Loan receivable from subsidiary is stated at principal The financial statements have been prepared on a going asset. concern basis, which assumes that the Company will ●● Other receivables continue in operational existence for the foreseeable Other receivables are stated at their nominal future. The validity of this assumption depends upon the values as reduced by appropriate allowances for continued support of the shareholder. irrecoverable amounts. (c) Revenue recognition ●● Loan payable Revenues are recognised to the extent that it is probable Loan payable to shareholder is stated at principal that the economic benefits will flow to the Company and asset. the revenue can be reliably measured. The following ●● Other payables specific criteria must also be met for revenue recognition: Other payables are stated at their amortised cost. Other revenues ●● Cash resources Other revenues earned by the Company are recognised on Cash resources are measured at fair values. the following bases: ●● Equity instruments - Interest income – as it accrues unless collectibility is Equity instruments are recorded at the proceeds in doubt. received, net of direct issue costs. - Dividend income – when the shareholder’s right to (i) Taxation receive payment is established. Income tax on the profit or loss for the year comprises of (d) Foreign currencies current and deferred tax. Current tax is the expected tax Foreign currency transactions are translated at the payable on the taxable income for the year, using tax rates exchange rates prevailing on the date of the transaction. enacted at the reporting date, and any adjustment to tax Difference in exchange resulting from the settlement of payable in respect of prior years. such transactions is recognised in profit or loss. Monetary Deferred tax is provided, using the liability method, on all assets and liabilities denominated in foreign currencies are temporary differences arising between the tax bases of translated at year-end exchange rates, unless hedged by assets and liabilities and their carrying values for financial forward foreign exchange contracts, in which case the rates reporting purposes. Currently enacted tax rates are used specified in such forward contracts are used. Difference in to determine deferred tax. exchange thereon is recognised in profit or loss. The principal temporary difference arises from the tax (e) Investment in subsidiary losses carried forward. Deferred tax assets recognised Investment in subsidiary is shown at cost. Where an to the extent that it is probable that future taxable profit indication of impairment exists, the recoverable amount will be available which the temporary differences can be of the investment is assessed. Where the carrying amount utilised. is greater than the estimated recoverable amount, the (j) Redeemable Preference Shares investment is written down immediately to its recoverable The Redeemable Preference Shares of the Company are amount and the difference is charged to in profit or loss. redeemable at the option of the Company. The Company On disposal of an investment in a subsidiary, the difference may redeem any Preference Shares at such terms and between the net disposal proceeds and carrying amount conditions determined by the board. is charged or credited to in profit or loss. International Accounting Standard 32 Financial (f) Cash and cash equivalents Instruments: Disclosure and Presentation (“IAS 32”) Cash comprises cash at bank. Cash equivalents are requires entities that issue financial instruments to classify 216 217 UTV GAMES LTD. ANNUAL REPORT 2013-14

such instruments as liabilities or equity in accordance with 2014 2013 the substance of the contractual arrangement and the USD USD definitions contained within IAS 32 of a financial liability (i) Ordinary shares of USD 1 and equity instrument. each (k) Related party transactions At March 31, 12,000,000 12,000,000 For the purpose of these financial statements, parties Ordinary shares shall be issued at the nominal value of US$ are considered to be related to the Company if they have 1.00 each. Each holder of ordinary shares shall be entitled the ability, directly or indirectly, to control the Company or to receive notice of and to attend and vote during meetings exercise significant influence over the Company in making of shareholders on any resolutions or other matters affecting financial and operating decisions, or vice versa, or where the Company which require the consent and approval of such the Company is subject to common control or common shareholders. Each holder of ordinary shares shall be entitled significant influence. Related parties may be individual or to a right to an equal share in dividends as authorised by the other entities. board. In the case of liquidation, dissolution or winding up of 4. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES the Company, a holder of ordinary share shall be entitled to an Critical accounting judgements in applying the Company’s equal share on any surplus asset attributable to such ordinary accounting policies shares, in respect of each ordinary shares held. Ordinary shares shall not be redeemable. In the process of applying the Company’s accounting policies, which are described in Note 3, the directors have made the 2014 2013 following judgements that have the most significant effect on USD USD the amounts recognised in the financial statements:- (ii) 12,718,000 Preference Determination of functional currency shares of USD 1 each The determination of the functional currency of the Company Opening balance 12,718,000 12,718,000 is critical since recording of transactions and exchange Additions during the year - - differences arising there from are dependent on the functional Closing balance 12,718,000 12,718,000 currency selected. As described in Note 3, the directors Preference shares of nominal value US$ 1.00 each designated have considered those factors described therein and have in the capital of the Company, having the rights and being determined that the functional currency of the Company is the subject to the restrictions set forth in this Constitution. United States Dollars (“USD”). Preference shares shall be entitled to dividend distributions 5. INVESTMENT IN SUBSIDIARY as may be decided by the board at its sole discretion. In the case of liquidation, dissolution or winding up of the Company, a 2014 2013 holder of preference shares shall be entitled to an equal share USD USD on any surplus asset attributable to such preference shares, Unquoted in respect of each preference shares held. Preference shares Opening balance 1 61,171 shall be convertible into ordinary shares at such conversion Impairment - (61,170) rate as may be determined by the board of the Company. Closing balance 1 1 8. LOAN PAYABLE 2014 2013 Name of Country of Class of No. of % company incorporation shares shares Holding USD USD held 2014 & 2014 & Shareholder’s loan 374,428 374,428 2013 2013 The loan is interest free, unsecured and payable on demand. True Games State of Common 9. OTHER PAYABLES 300,000 100% Interactive California Stock 2014 2013 Preferred 1,200,000 USD USD Stock Accruals 4,000 3,950 6. OTHER RECEIVABLES 10. TAXATION 2014 2013 The taxation of income and capital gains of the Company is USD USD subject to the fiscal law and practice of Mauritius and the Current account with subsidiary 12,080 12,080 countries in which the Company invests. Prepayments - 4,085 The Company has received a Certificate of Mauritian tax 12,080 16,165 residence from the Mauritius Revenue Authority which entitles it to certain reliefs pursuant to the treaties concluded between 7. STATED CAPITAL Mauritius and the investee countries for the avoidance of 2014 2013 double taxation. The tax residence certification is renewable on USD USD an annual basis, subject to the tax residency conditions being satisfied. Capital gains from the sale of units and securities are Ordinary shares (i) 12,000,000 12,000,000 exempt from Mauritius tax. Preference shares (ii) 12,718,000 12,718,000 24,718,000 24,718,000 The Company being a Category 1 Global Business Company is liable to pay income on its net taxable income at a rate of 15%. 218 219 UTV GAMES LTD. ANNUAL REPORT 2013-14

The Company is, however, entitled to a tax credit equivalent (c) Financial risks to the higher of actual foreign tax suffered or 80% of the (i) Currency risk Mauritius tax payable in respect of its foreign source income, The Company is exposed to the risk that the exchange thus reducing its maximum effective tax rate to 3%. rate of the USD, relative to INR, may change in a No provision for tax has been made in the accounts for the manner which has a material effect on the reported year due to the availability of tax losses. Tax loss suffered in an value of the Company’s transactions which are income year can be set off against future chargeable income. denominated in INR. In case there is no future chargeable income the tax loss can Exposure to currency risk be carried for a maximum of 5 years. The tax on the Company’s loss differs from the theoretical amount that would arise using The Company’s exposure to foreign currency risk was the basic tax rate as follows: as follows: 2014 2013 2014 2013 USD USD USD INR USD INR Loss before taxation (15,644) (50,333) Other receivables 12,080 12,080 - Add: Non allowable expenses - 61,170 Cash and cash Less: Exempt income - (22,935) equivalents 11,129 22,638 - (15,644) (12,098) Loan payable - (374,428) - (374,428) Loss brought forward (84,545) (72,447) Tax loss freezed 8,088 - Other payables (4,000) - (3,950) - Tax loss carried forward (92,101) (84,545) Net exposure 19,209 (374,428) 30,768 (374,428) Availability of tax loss for use against future taxable profit Sensitivity analysis 2014 2013 Foreign currency sensitivity analysis USD USD A 1 percent strengthening of USD against INR at Year of assessment March 31, would have decreased/increased profit Tax losses carried forward for next by the amounts shown below. This analysis assumes 5 years (15,644) (12,098) that all other variables remain constant. Tax losses carried forward for next USD/INR 4 years (12,098) (10,957) 2014 2013 Tax losses carried forward for next 3 years (10,957) (15,580) Rate Tax losses carried forward for next Before sensitivity analysis 59.76 54.29 2 years (15,580) (37,822) Increase 1% 60.36 54.83 Tax losses carried forward for next Amount 1 years (37,822) (8,088) Before sensitivity analysis (374,428) (374,428) (92,101) (84,545) Increase 1% (370,721) (370,740) 11. FINANCIAL INSTRUMENTS Difference 3,707 3,688 (a) Values of financial instruments A1 percent weakening of USD against INR at Fair value is the amount for which an asset could be March 31, would have had equal but opposite effect exchanged, or a liability settled, between knowledgeable on INR to the amounts shown above, on the basis willing parties in an arm’s length transaction. The that all other variables remain constant. Company’s financial assets and liabilities include other receivables, cash and cash equivalents, loan payable, and (ii) Credit risk other payables. The carrying amounts of these assets and Credit risk is the risk that a counterparty will not liabilities approximate their fair values. meet its obligations under a financial instruments or customer contract, leading to a financial loss. (b) Currency profile The Company is exposed to credit risk from its The currency profile of the Company’s financial assets and operating activities and from its financial activities, liabilities are summarised as follows: including cash at bank and financial instructions, Financial Financial Financial Financial foreign exchange transactions and other financial assets liabilities assets liabilities instruments. 2014 2014 2013 2013 (iii) Liquidity risk USD USD USD USD The Company’s objective is to maintain a balance Indian Rupee - 374,428 - 374,428 between continuity of funding and flexibility through United States the use of bank balance. Dollar 23,209 4,000 34,718 3,950 The following table summarises the maturity profile of 23,209 378,428 34,718 378,378 the Company’s financial liabilities at March 31, 2014, based on the contractual undiscounted payment.

218 219 UTV GAMES LTD.

March 31, 2014 in operational existence for the foreseeable future. The validity of this assumption depends on the continued support of the Due < 1 Year Due > 1 Year Total shareholder. USD USD USD Liabilities The directors are of the opinion that this support will be forthcoming over the next twelve months. They therefore Loan payable 374,428 - 374,428 believe that it is appropriate for the financial statements to be Other payables 4,000 - 4,000 prepared on a going concern basis. Total liabilities 378,428 - 378,428 16. CONTINGENT LIABILITIES March 31, 2013 At March 31, 2014, the Company has no material litigation Due < 1 Year Due > 1 Year Total claims outstanding, pending or threatened against, which could USD USD USD have a material effect on the Company’s financial position or results of operations. Liabilities Loan payable 374,428 - 374,428 17. REPORTING CURRENCY Other payables 3,950 - 3,950 The financial statements are presented in the United States Total liabilities 378,378 - 378,378 Dollars. (d) Capital management 18. HOLDING AND ULTIMATE HOLDING COMPANY The Company’s objectives when managing capital are The directors considered UTV Software Communications to safeguard the entity’s ability to continue as a going Limited, a company incorporated in India, as the holding and concern, so that it can continue to provide returns for ultimate holding of UTV Games Ltd. On successful completion shareholder and benefits for other stakeholders. of delisting offer on February 2, 2012 by The Walt Disney Company (Southeast Asia) Pte. Limited, (TWDCSEA) a company The capital structure of the Company consists of equity incorporated in Singapore, TWDCSEA acquired Majority stake and preference shares attributable to the shareholder of in UTV Software Communications Limited which is a subsidiary the Company. of The Walt Disney Company. As from then, the directors The Company does not have any third party debt due for consider UTV Software Communications Limited as the holding the year ended March 31, 2014. Hence it does not have and The Walt Disney Company as the ultimate holding of UTV any capital risk. Games Ltd. 12. RELATED PARTY TRANSACTIONS For the year ended March 31, 2014, the Company had transactions and balances with the related entities as follows:

Name Relationship Nature of Volume of Debit/ Debit/ Transaction Transaction (credit) (credit) Balances at Balances at March 31, March 31, 2014 2013 USD USD USD True Games Subsidiary Receivable - 12,080 12,080 Interactive

UTV Software Shareholder Loan - (374,428) (374,428) Communications payable Ltd. - Receivable from True Games Interactive represents current account with the company. - The loan payable to the UTV Software Communications Ltd is interest free, unsecured, and payable on demand. 13. EVENTS AFTER THE REPORTING DATE There have been no material events after the reporting date, which would require disclosure or adjustments to the March 31, 2014 financial statements. 14. CAPITAL COMMITMENTS The Company has no capital commitments at March 31, 2014. 15. GOING CONCERN For the year under review, the Company made a loss of USD 15,644 and had net liabilities of USD 355,218 at March 31, 2014. The financial statements have been prepared on a going concern basis, which assumes that the Company will continue

220 ANNUAL REPORT 2013-14

ANNUAL REPORT OF True Games Interactive, Inc. FOR FINANCIAL YEAR 2013-14

221 True Games Interactive, Inc. ANNUAL REPORT 2013-14

DIRECTORS’ REPORT BALANCE SHEETS for the years ended March 31, 2014 and March 31, 2013 To the Stockholder (Amount in USD) True Games Interactive, Inc. March 31, March 31, Director’s Report to the Financial Statement for the years ended 2014 2013 March 31, 2014 and March 31, 2013 ASSETS The financial statements of True Games Interactive, Inc., a California Current assets Corporation, for the years ended March 31, 2014 and March 31, Cash and cash equivalents 6,009 8,422 2013, have been prepared at the direction of the management of Total Current Assets 6,009 8,422 the Company, which is responsible for their integrity and objectivity. Other Assets The statements were prepared in conformity with U.S. generally Deposits 24,538 24,538 accepted accounting principles. Total Other Assets 24,538 24,538 The Financial Statements reflect estimates, where appropriate, TOTAL ASSETS 30,547 32,960 based upon the judgments of management. These statements are LIABILITIES AND STOCKHOLDERS’ not misstated as a result of material fraud or error. Rajeev Aggarwal, DEFICIT CPA, New York, the Company’s independent auditor, have audited Current liabilities: the financial statements and have rendered their opinion dated May Accrued liabilities & Deferred 27, 2014, which states that the financial statements as of March Expenses 50,800 48,800 31, 2014 and March 31, 2013, present fairly in accordance with US Total current liabilities 50,800 48,800 GAAP, the financial position and the related results of operations for Long-Term Liabilities: the years then ended, in all material respects. Loan from related party 17,226,459 17,226,459 Management of the Company has established and maintains a Stockholders’ Equity: system of internal control designed to provide reasonable assurance as to the integrity and reliability of the financial statements, the Preferred stock, $0.01 par value, 3,000,000 shares authorized, protection of assets from unauthorised use or disposition, and the prevention and detection of fraudulent financial reporting. 1,200,000 shares issued and outstanding 12,000,000 12,000,000 Management believes that the Company’s system of internal control is adequate to accomplish the objectives discussed above. Common stock, no par value, 1,000,000 shares authorized, For True Games Interactive, Inc. 300,000 shares issued and outstanding 10,000 10,000 Director Capitalised Cost of Issuance of Date: May 27, 2014 Preference Shares (67,928) (67,928) Retained Earnings/(Accumulated Deficit) (29,188,784) (29,184,372) INDEPENDENT AUDITORS’ REPORT Total stockholders’ Equity (17,246,712) (17,242,300) TOTAL LIABILITIES & To STOCKHOLDERS’ EQUITY 30,547 32,960 The Stockholders TRUE GAMES INTERACTIVE, INC. The accompanying notes to financial statements are an integral part USA of this statement. We have audited the accompanying balance sheet of TRUE GAMES INTERACTIVE, INC., as of March 31, 2014 and 2013, and the related STATEMENT OF OPERATIONS for the years ended statements of operations and retained earnings for the years ending March 31, 2014 and March 31, 2013. These financial statements are March 31, 2014 and March 31, 2013 the responsibility of the Company’s management. Our responsibility is (Amount in USD) to express an opinion on these financial statements based on our audit. March 31, March 31, We conducted our audit in accordance with auditing standards 2014 2013 generally accepted in the United States of America. Those standards Revenue 0 629 require that we plan and perform the audit to obtain reasonable Gross profit/(Loss) 0 629 assurance about whether the financial statements are free of Operating expenses: material misstatement. An audit includes examining on a test basis, Selling, General and evidence supporting the amounts and disclosures in the financial Administrative expenses (3,566) (16,377) statements. An audit also includes assessing the accounting Total operating expenses (3,566) (16,377) principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We Operating Income (loss) (3,566) (15,748) believe that our audit provides a reasonable basis of our opinion. Other income/(expense): In our opinion, the financial statements referred to above present Miscellaneous Income 0 223,106 fairly, in all material respects, the financial position of TRUE GAMES State and Local Taxes (846) (800) INTERACTIVE, INC., as of March 31, 2014 and March 31, 2013, and Total other income (expense) (846) 222,306 the results of its operations for the years ending March 31, 2014 and Net Income/(loss) (4,412) 206,558 March 31, 2013 in conformity with accounting principles generally Beginning Retained Earnings/ accepted in the United States of America. (Accumulated Deficit) (29,184,372) (29,390,930) Ending Retained Earnings/ RAJEEV AGGARWAL (Accumulated Deficit) (29,188,784) (29,184,372) Certified Public Accountant The accompanying notes to financial statements are an integral part May 27, 2014 of this statement. 222 223 True Games Interactive, Inc. ANNUAL REPORT 2013-14

Summary of Significant Accounting SUPPLEMENTARY INFORMATION Policies GENERAL AND ADMINISTRATIVE EXPENSES Nature of Business: for the years ended March 31, 2014 and True Games Interactive, Inc, was incorporated on December 28, March 31, 2013 2007 in the state of California as an S Corporation and subsequently as of September 11, 2008, converted into a C-Corporation status March 31, March 31, upon issuance of majority of company shares to UTV Games Ltd., 2014 2013 Mauritius. Communications $154 $353 The Company was engaged in the business of multi-player interactive Professional Fee 2,000 11,874 online game publisher and curtailed its business in the previous Insurance - 2,312 year since the games were not economically feasible. Office Supplies - 58 Income Taxes: Postage and Delivery - 184 The Company accounts for income taxes in accordance with FASB Bank Charges 1,412 1,596 No. 109, “Accounting for Income Taxes”. Under the interpretation $3,566 $16,377 deferred tax assets and liabilities are recognised for the expected The accompanying notes to financial statements are an integral part future tax consequences of events that have been included in the of this statement. consolidated financial statements or tax returns. The amount of the deferred tax asset or liability is based on the difference between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year and the differences are expected to reverse. As of March 31, 2014 and 2013, the Company does not have any deferred taxes. Use of Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from these estimates. Foreign Exchange Transaction: Transactions in foreign currencies are recorded at the rate prevailing at the date of the transaction. Assets and liabilities denominated in foreign currencies are translated at the rate of exchange prevailing at the balance sheet date. Realized foreign exchange gain/loss are recognized in profit and loss account. Unrealized foreign exchange gains/losses are reflected in balance sheet. Cash and Cash Equivalents: During the years ended March 31, 2014 and March 31, 2013, the bank balances did not exceed the FDIC insured limit of $250,000. Commitments and Contingencies: The Company has licensed one of its game to a European customer for a non-refundable license fee of $400,000 and recoupable royalty advance of $200,000 aggregating to $600,000, out of which $300,000 was received. The licensee failed to take delivery and make the remainder payment to the Company and instead claimed refunds of the monies paid. The Company believes that the license fee received is not refundable as the licensee willfully failed to take delivery. The Company has provided an amount of $25,000 in the accounts payable as a fair value for the settlement. The Company had a software maintenance service contract with a vendor for an amount of $66,000. The Company believes that the vendor has not provided proper and timely service that caused undue hardship in game development and so the maintenance fee is not payable. The Company has provided an amount of $20,000 in the accounts payable as a fair value for the settlement. The Company assures no events or transactions have occurred subsequent to the balance sheet date and through this that would require adjustment to, or disclosure in, the financial statements.

222 223 True Games Interactive, Inc.

SUBSIDIARIES INFORMATION

INTERNATIONAL INDIA

UNITED KINGDOM UTV Global Broadcasting Limited IG Interactive Entertainment Limited Building No. 14, 1st Floor, Solitaire Corporate Park Amba House, 4th Floor, Kings Suite, 15 College Road, Guru Hargovindji Marg, Chakala, Andheri (E) Harrow, Middlesex, HA1 1BA. UK Mumbai 400 093 Tel: +44 020 8861 3355 Tel: +91 22 6109 1000 Fax: +91 22 6742 1930 Fax: +44 020 8515 7055

Ignition Entertainment Limited (UK) Genx Entertainment Limited Amba House, 4th Floor, Kings Suite, 15 College Road, Building No. 14, 1st Floor, Solitaire Corporate Park Harrow, Middlesex, HA1 1BA. UK Guru Hargovindji Marg, Chakala, Andheri (E) Tel: +44 020 8861 3355 Mumbai 400 093 Fax: +44 020 8515 7055 Tel: +91 22 6109 1000 Fax: +91 22 6742 1930

Ignition London Limited UTV Entertainment Television Limited (Formerly known as Digi Guys Ltd) Building No. 14, 1st Floor, Solitaire Corporate Park Amba House, 4th Floor, Kings Suite, 15 College Road, Guru Hargovindji Marg, Chakala, Andheri (E) Harrow, Middlesex, HA1 1BA. UK Mumbai 400 093 Tel: +44 020 8861 3355 Tel: +91 22 6109 1000 Fax: +91 22 6742 1930 Fax: +44 020 8515 7055

UNITED STATES OF AMERICA UTV New Media Limited UTV Communications (USA) LLC Building No. 14, 1st Floor, Solitaire Corporate Park 33, Wood Avenue South, 6th Floor Guru Hargovindji Marg, Chakala, Andheri (E) Iselin, NJ 08830 Mumbai 400 093 Tel: 732-218-6032 Tel: +91 22 6109 1000 Fax: +91 22 6742 1930 Fax: 732-626-7001

True Games Interactive Indiagames Limited 4640 Admiralty Way Building No. 14, 1st Floor, Solitaire Corporate Park Suite # 301, Marina Del Rey Guru Hargovindji Marg, Chakala, Andheri (E) CA 90292 Mumbai 400 093 Tel: 310 751 7531 Tel: +91 22 6109 1000 Fax: +91 22 6742 1930

Ignition Entertainment Limited (USA) 4640 Admiralty Way Suite#301, Marina Del Rey CA 90292 Tel: 310 751 7531

MAURITIUS UTV Games Ltd. C/o CIM CORPORATE SERVICES LTD Les Cascades, Edith Cavell Street, Port Louis, Mauritius Tel: +230 212 9800 Fax: +230 212 9833

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